☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of Each Class | | | Trading Symbol(s) | | | Name of Each Exchange on Which Registered |
Common Stock, $0.0001 par value per share | | | CMRE | | | New York Stock Exchange |
Preferred stock purchase rights | | | | | New York Stock Exchange | |
Series B Preferred Stock, $0.0001 par value per share | | | CMRE.PRB | | | New York Stock Exchange |
Series C Preferred Stock, $0.0001 par value per share | | | CMRE.PRC | | | New York Stock Exchange |
Series D Preferred Stock, $0.0001 par value per share | | | CMRE.PRD | | | New York Stock Exchange |
Series E Preferred Stock, $0.0001 par value per share | | | CMRE.PRE | | | New York Stock Exchange |
Large accelerated filer ☐ | | | Accelerated filer ☒ | | | Non-accelerated filer ☐ |
Emerging growth company ☐ | | | | |
• | “Costamare”, the “Company”, “we”, “our”, “us” or similar terms when used in a historical context refer to Costamare Inc., or any one or more of its subsidiaries or their predecessors, or to such entities collectively, except that when such terms are used in this annual report in reference to the common stock, the 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Stock”), the 8.50% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”), the 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”) or the 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (the “Series E Preferred Stock” and, together with the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock, the “Preferred Stock”), they refer specifically to Costamare Inc.; |
• | currency amounts in this annual report are in U.S. dollars; and |
• | all data regarding our fleet and the terms of our charters is as of February 19, 2021; 10 of our 77 containerships (including one vessel under construction and four secondhand vessels that we have agreed to acquire) have been acquired pursuant to the Framework Deed dated May 15, 2013 (the “Original Framework Deed”), as amended and restated on May 18, 2015 and as further amended on June 12, 2018 (the “Framework Deed”), between the Company and its wholly-owned subsidiary, Costamare Ventures Inc. (“Costamare Ventures”), on the one hand, and York Capital Management Global Advisors LLC and an affiliated fund (collectively, together with the funds it manages or advises, “York”), on the other, by vessel-owning joint venture entities in which we hold a minority equity interest (any such entity, referred to as a “Joint Venture entity”, and any such jointly-owned vessel, referred to as a “Joint Venture vessel”). See “Item 4. Information on the Company—B. Business Overview—Our Fleet, Acquisitions and Vessels Under Construction”. |
• | general market conditions and shipping industry trends, including charter rates, vessel values and the future supply of, and demand for, ocean-going containership shipping services; |
• | our continued ability to enter into time charters with existing and new customers, and to re-charter our vessels upon the expiry of existing charters; |
• | the severity and duration of the COVID-19 pandemic, including governments’ related responses to the outbreak which could negatively impact global output and demand and cause a severe or prolonged decline in global economic activity; |
• | business disruptions and economic uncertainty resulting from the continued outbreak of the COVID-19 virus (and strains that may emerge), including possible delays due to quarantine of vessels and crew caused by COVID-19 infection; |
• | our future financial condition and liquidity, including our ability to make required payments under our credit facilities, and comply with our loan covenants; |
• | our ability to finance our capital expenditures, acquisitions and other corporate activities; |
• | our future operating or financial results and future revenues and expenses; |
• | our cooperation with our joint venture partners and any expected benefits from such joint venture arrangement; |
• | the effect of a possible worldwide economic slowdown; |
• | disruption of world trade due to rising protectionism or the breakdown of multilateral trade agreements; |
• | environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities; |
• | business disruptions due to natural disasters or other disasters outside our control; |
• | fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies; |
• | technological advancements and opportunities for the profitable operations of containerships; |
• | the financial health of our customers, our lenders and other counterparties, and their ability to perform their obligations; |
• | future, pending or recent acquisitions of vessels or other assets, business strategy, areas of possible expansion and expected capital spending or operating expenses; |
• | expectations relating to dividend payments and our ability to make such payments; |
• | the availability of existing vessels to acquire or newbuild vessels to purchase, the time that it may take to construct and take delivery of new vessels, including our newbuild vessel currently on order, or the useful lives of our vessels; |
• | the availability of key employees and crew, the length and number of off-hire days, dry-docking requirements and fuel and insurance costs; |
• | our anticipated general and administrative expenses, including our fees and expenses payable under our management and services agreements, as may be amended from time to time; |
• | our ability to leverage to our advantage our managers’ relationships and reputation within the container shipping industry; |
• | our ability to maintain long-term relationships with major liner companies; |
• | expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as requirements imposed by classification societies and standards demanded by our charterers; |
• | any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach; |
• | risks inherent in vessel operation, including perils of the sea, terrorism, piracy and discharge of pollutants; |
• | potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists and armed conflicts; |
• | potential liability from future litigation; |
• | our business strategy and other plans and objectives for future operations; and |
• | other factors discussed in “Item 3. Key Information—D. Risk Factors” of this annual report. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
OFFER STATISTICS AND EXPECTED TIMETABLE |
KEY INFORMATION |
| | Year Ended December 31, | |||||||||||||
| | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | |
| | (Expressed in thousands of U.S. dollars, except for share and per share data) | |||||||||||||
STATEMENT OF INCOME | | | | | | | | | | | |||||
Revenues: | | | | | | | | | | | |||||
Voyage revenue | | | $468,189 | | | $412,433 | | | $380,397 | | | $478,109 | | | $460,319 |
Expenses: | | | | | | | | | | | |||||
Voyage expenses | | | 1,887 | | | 2,649 | | | 5,847 | | | 5,291 | | | 7,372 |
Voyage expenses-related parties | | | 3,512 | | | 3,093 | | | 3,201 | | | 5,282 | | | 6,516 |
Vessels’ operating expenses | | | 105,783 | | | 103,799 | | | 110,571 | | | 116,101 | | | 117,054 |
General and administrative expenses | | | 5,769 | | | 5,651 | | | 5,408 | | | 5,551 | | | 7,360 |
General and administrative expenses—non-cash component | | | 8,951 | | | 3,866 | | | 3,755 | | | 3,879 | | | 3,655 |
Management fees—related parties | | | 18,629 | | | 18,693 | | | 19,533 | | | 21,319 | | | 21,616 |
Amortization of dry-docking and special survey costs | | | 7,920 | | | 7,627 | | | 7,290 | | | 8,948 | | | 9,056 |
Depreciation | | | 100,943 | | | 96,448 | | | 96,261 | | | 113,462 | | | 108,700 |
Amortization of prepaid lease rentals | | | 6,779 | | | 8,429 | | | 8,150 | | | — | | | — |
Loss on sale of vessels, net | | | 4,440 | | | 4,856 | | | 3,071 | | | 19,589 | | | 79,120 |
Loss on vessel held for sale | | | 37,161 | | | 2,379 | | | 101 | | | 2,495 | | | 7,665 |
Vessels impairment loss | | | — | | | 17,959 | | | — | | | 3,042 | | | 31,577 |
Foreign exchange (gains) / losses, net | | | 360 | | | (31) | | | 51 | | | 27 | | | 300 |
Operating income | | | $166,055 | | | $137,015 | | | $117,158 | | | $173,123 | | | $60,328 |
Other Income / (expenses): | | | | | | | | | | | |||||
Interest income | | | $1,630 | | | $2,643 | | | $3,454 | | | $3,349 | | | $1,827 |
Interest and finance costs | | | (72,808) | | | (69,840) | | | (63,992) | | | (89,007) | | | (68,702) |
Swaps breakage cost | | | (9,701) | | | — | | | (1,234) | | | (16) | | | (6) |
| | Year Ended December 31, | |||||||||||||
| | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | |
| | (Expressed in thousands of U.S. dollars, except for share and per share data) | |||||||||||||
Equity gain / (loss) on investments | | | (78) | | | 3,381 | | | 12,051 | | | 11,369 | | | 16,195 |
Other, net | | | 595 | | | 593 | | | 350 | | | 784 | | | 1,181 |
Loss on derivative instruments, net | | | (3,991) | | | (916) | | | (548) | | | (603) | | | (1,946) |
Total other expenses | | | $(84,353) | | | $(64,139) | | | $(49,919) | | | $(74,124) | | | $(51,451) |
Net Income | | | $81,702 | | | $72,876 | | | $67,239 | | | $98,999 | | | $8,877 |
Earnings allocated to Preferred Stock | | | $(21,063) | | | $(21,063) | | | $(30,503) | | | $(31,269) | | | $(31,082) |
Gain on retirement of Preferred Stock | | | — | | | — | | | — | | | — | | | 619 |
Net income / (loss) available to Common Stockholders | | | $60,639 | | | $51,813 | | | $36,736 | | | $67,730 | | | $(21,586) |
Earnings / (loss) per common share,basic and diluted | | | $0.79 | | | $0.52 | | | $0.33 | | | $0.59 | | | $(0.18) |
Weighted average number of shares, basic and diluted | | | 77,243,252 | | | 100,527,907 | | | 110,395,134 | | | 115,747,452 | | | 120,696,130 |
OTHER FINANCIAL DATA | | | | | | | | | | | |||||
Net cash provided by operating activities | | | $220,565 | | | $191,754 | | | $140,784 | | | $250,391 | | | $274,284 |
Net cash used in investing activities | | | (28,396) | | | (43,437) | | | (112,645) | | | (8,858) | | | (36,397) |
Net cash used in financing activities | | | (144,426) | | | (139,995) | | | (80,533) | | | (212,153) | | | (241,862) |
Net increase / (decrease) in cash, cash equivalents and restricted cash | | | 47,743 | | | 8,322 | | | (52,394) | | | 29,380 | | | (3,975) |
Dividends and distributions paid | | | (75,003) | | | (37,758) | | | (49,143) | | | (58,655) | | | (65,470) |
BALANCE SHEET DATA (at year end) | | | | | | | | | | | |||||
Total current assets | | | $209,829 | | | $226,635 | | | $170,768 | | | $197,244 | | | $192,050 |
Total assets | | | 2,558,424 | | | 2,490,298 | | | 3,050,811 | | | 3,011,958 | | | 3,010,516 |
Total current liabilities | | | 279,986 | | | 276,708 | | | 224,669 | | | 266,534 | | | 206,974 |
Total long-term debt, including current portion | | | 1,058,327 | | | 853,572 | | | 1,316,554 | | | 1,426,162 | | | 1,465,619 |
Common stock | | | 9 | | | 11 | | | 11 | | | 12 | | | 12 |
Total stockholders’ equity/net assets | | | 1,074,424 | | | 1,218,539 | | | 1,357,124 | | | 1,410,728 | | | 1,348,820 |
| | Average for the Year Ended December 31, | |||||||||||||
| | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | |
FLEET DATA | | | 53.6 | | | 52.7 | | | 55.8 | | | 60.3 | | | 60.0 |
TEU capacity | | | 316,419 | | | 315,263 | | | 333,989 | | | 403,930 | | | 417,980 |
• | uncertainties in global and regional demand for chartering containerships; |
• | business disruptions resulting from the continued outbreak of the COVID-19 virus, including possible delays due to quarantine of vessels and crew caused by COVID-19 infection; |
• | our continued ability to enter into time charters with existing and new customers, and to re-charter our vessels upon the expiry of existing charters; |
• | uncertainties related to the financial health of our customers, our lenders and other counterparties, and their ability to perform their obligations; |
• | disruptions in global financial markets relating to terrorist attacks or geopolitical risk; |
• | our dependence on a limited number of customers operating in a consolidating industry; |
• | disruption of world trade due to rising protectionism or the breakdown of multilateral trade agreements; |
• | uncertainties related to conducting business in China; |
• | our ability to obtain additional debt financing for future acquisitions of vessels; |
• | uncertainties related to availability of existing vessels to acquire or newbuild vessels to purchase, the time that it may take to construct and take delivery of new vessels, including our newbuild vessel currently on order, or the useful lives of our vessels; |
• | our ability to attract and retain qualified, skilled crew at reasonable cost; |
• | uncertainties related to the price of fuel, and our reliance on suppliers; |
• | a potential increase in operating costs associated with the aging of our fleet; |
• | uncertainties related to the valuation of containership vessels; |
• | our ability to leverage to our advantage our managers’ relationships and reputation within the container shipping industry; |
• | our lack of diversification outside of the containership transportation business; |
• | our ability to hedge against fluctuations in exchange rates and interest rates; |
• | the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as requirements imposed by classification societies and standards demanded by our charterers; |
• | the expected cost of, and our ability to comply with, changing environmental and operational safety laws; |
• | potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists and armed conflicts; |
• | potential conflicts of interest between us and our largest shareholders; |
• | uncertainties related to compliance with sanctions and embargo laws; |
• | uncertainties in the interpretation of corporate law in the Marshall Islands; |
• | the expected costs associated with complying with public company regulations; and |
• | the limited ability of holders of Preferred Stock to vote on corporate matters. |
• | supply and demand for products shipped in containers; |
• | changes in global production of products transported by containerships; |
• | global and regional economic, political and social conditions; |
• | protectionism and market fragmentation; |
• | environmental and other regulatory developments; |
• | the distance container cargo products are to be moved by sea; |
• | changes in seaborne and other transportation patterns; |
• | port and canal congestion; and |
• | currency exchange rates. |
• | the availability of financing; |
• | the price of steel and other raw materials; |
• | the number of newbuild vessel deliveries; |
• | the availability of shipyard capacity; |
• | the scrapping rate of older containerships; |
• | the number of containerships that are out of service; |
• | changes in environmental and other regulations; |
• | the price of fuel; and |
• | the economics of slow steaming. |
• | the charter hire payments we obtain from our charters as well as our ability to charter or re-charter our vessels and the charter rates obtained; |
• | the due performance by our charterers of their obligations; |
• | our fleet expansion strategy and associated uses of our cash and our financing requirements; |
• | delays in the delivery of newbuild vessels and the beginning of payments under charters relating to those vessels; |
• | the level of our operating costs, such as the costs of crews, vessel maintenance, lubricants and insurance; |
• | the number of unscheduled off-hire days for our fleet and the timing of, and number of days required for, scheduled dry- docking of our containerships; |
• | disruptions related to the ongoing COVID-19 pandemic; |
• | prevailing global and regional economic and political conditions; |
• | changes in interest rates; |
• | currency exchange rate fluctuations; |
• | the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business; |
• | the requirements imposed by classification societies; |
• | the level of capital expenditures we make, including for maintaining or replacing vessels and complying with regulations; |
• | our debt service requirements, including fluctuations in interest rates, and restrictions on distributions contained in our debt instruments; |
• | fluctuations in our working capital needs; |
• | our ability to make, and the level of, working capital borrowings; |
• | changes in the basis of taxation of our activities in various jurisdictions; |
• | modification or revocation of our dividend policy by our board of directors; |
• | the ability of our subsidiaries to pay dividends and make distributions to us; |
• | the dividend policy adopted by Costamare Ventures and the Joint Venture entities; and |
• | the amount of any cash reserves established by our board of directors. |
• | the operations of the shipyards that build any newbuild vessels we may order; |
• | the availability of employment for our vessels; |
• | locating and identifying suitable high-quality secondhand vessels; |
• | obtaining newbuild contracts at acceptable prices; |
• | obtaining required financing on acceptable terms; |
• | consummating vessel acquisitions; |
• | enlarging our customer base; |
• | hiring additional shore-based employees and seafarers; |
• | continuing to meet technical and safety performance standards; and |
• | managing joint ventures or significant acquisitions and integrating the new ships into our fleet. |
• | fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements; |
• | be unable (through our managers) to hire, train or retain qualified shore-based and seafaring personnel to manage and operate our growing business and fleet; |
• | decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions; |
• | significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions; |
• | incur or assume unanticipated liabilities, losses or costs associated with any vessels or businesses acquired; or |
• | incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges. |
• | quality or engineering problems; |
• | changes in governmental regulations or maritime self-regulatory organization standards; |
• | work stoppages or other labor disturbances at the shipyard; |
• | bankruptcy of or other financial crisis involving the shipyard; |
• | a backlog of orders at the shipyard; |
• | sanctions imposed on the shipyard |
• | political, social or economic disturbances; |
• | weather interference or a catastrophic event, such as a major earthquake or fire, or other accident; |
• | disruptions due to the outbreak of COVID-19; |
• | requests for changes to the original vessel specifications; |
• | shortages of or delays in the receipt of necessary construction materials, such as steel; |
• | an inability to obtain requisite permits or approvals; |
• | financial instability of the lenders under our committed credit facilities, resulting in potential delay or inability to draw down on such facilities; and |
• | financial instability of the charterers under our agreed time charters for the newbuild vessels, resulting in potential delay or inability to charter the newbuild vessels. |
• | prevailing economic conditions in the markets in which containerships operate; |
• | reduced demand for containerships, including as a result of a substantial or extended decline in world trade; |
• | increases in the supply of containership capacity; |
• | changes in prevailing charter hire rates; |
• | the physical condition, size, age and technical specification of the ships; |
• | the costs of building new vessels; |
• | whether the containership is equipped with scrubbers or not and |
• | the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise. |
• | pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends; |
• | purchase or otherwise acquire for value any shares of our subsidiaries’ capital; |
• | make or repay loans or advances, other than repayment of the credit facilities; |
• | make investments in or provide guarantees to other persons; |
• | sell or transfer significant assets, including any vessel or vessels mortgaged under the credit facilities, to any person, including Costamare Inc. and our subsidiaries; |
• | create liens on assets; or |
• | allow the Konstantakopoulos family’s direct or indirect holding in Costamare Inc. to fall below 30% of the total issued share capital. |
• | the ratio of our total liabilities (after deducting all cash and cash equivalents) to market value adjusted total assets (after deducting all cash and cash equivalents) may not exceed 0.75:1; |
• | the ratio of EBITDA over net interest expense must be equal to or higher than 2.5:1; |
• | the aggregate amount of all cash and cash equivalents may not be less than the greater of (i) $30 million or (ii) 3% of the total debt; and |
• | the market value adjusted net worth must at all times exceed $500 million. |
• | our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms; |
• | we may need to use a substantial portion of our cash from operations to make principal and interest payments on our debt, thereby reducing the funds that would otherwise be available for operations, future business opportunities and dividends |
• | to our stockholders; |
• | our debt level could make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and |
• | our debt level may limit our flexibility in responding to changing business and economic conditions. |
• | marine disaster; |
• | piracy; |
• | environmental accidents; |
• | grounding, fire, explosions and collisions; |
• | cargo and property loss or damage; |
• | business interruptions caused by mechanical failure, human error, war, terrorism, disease and quarantine, political action in various countries or adverse weather conditions; and |
• | work stoppages or other labor problems with crew members serving on our containerships, some of whom are unionized and covered by collective bargaining agreements. |
• | renew existing charters upon their expiration; |
• | obtain new charters; |
• | successfully interact with shipyards; |
• | obtain financing and other contractual arrangements with third parties on commercially acceptable terms (therefore potentially increasing operating expenditure for the fleet); |
• | maintain satisfactory relationships with our charterers and suppliers; |
• | operate our fleet efficiently; or |
• | successfully execute our business strategies. |
• | actual or anticipated fluctuations in quarterly and annual results; |
• | fluctuations in the seaborne transportation industry, including fluctuations in the containership market; |
• | our payment of dividends; |
• | mergers and strategic alliances in the shipping industry; |
• | changes in governmental regulations or maritime self-regulatory organization standards; |
• | shortfalls in our operating results from levels forecasted by securities analysts; |
• | announcements concerning us or our competitors; |
• | general economic conditions; |
• | terrorist acts; |
• | future sales of our stock or other securities; |
• | investors’ perceptions of us and the international container shipping industry; |
• | the general state of the securities markets; and |
• | other developments affecting us, our industry or our competitors. |
• | our existing stockholders’ proportionate ownership interest in us will decrease; |
• | the dividend amount payable per share on our securities may be lower; |
• | the relative voting strength of each previously outstanding share may be diminished; and |
• | the market price of our securities may decline. |
• | authorize our board of directors to issue “blank check” preferred stock without stockholder approval; |
• | provide for a classified board of directors with staggered, three-year terms; |
• | prohibit cumulative voting in the election of directors; |
• | authorize the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the outstanding stock entitled to vote for those directors; |
• | prohibit stockholder action by written consent unless the written consent is signed by all stockholders entitled to vote on the action; and |
• | establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings. |
INFORMATION ON THE COMPANY |
| | Vessel Name | | | Charterer | | | Year Built | | | Capacity (TEU) | | | Current Daily Charter Rate(1) (U.S. dollars) | | | Expiration of Charter(2) | |
1 | | | TRITON(ii) | | | Evergreen | | | 2016 | | | 14,424 | | | (*) | | | March 2026 |
2 | | | TITAN(ii) | | | Evergreen | | | 2016 | | | 14,424 | | | (*) | | | April 2026 |
3 | | | TALOS(ii) | | | Evergreen | | | 2016 | | | 14,424 | | | (*) | | | July 2026 |
4 | | | TAURUS(ii) | | | Evergreen | | | 2016 | | | 14,424 | | | (*) | | | August 2026 |
5 | | | THESEUS(ii) | | | Evergreen | | | 2016 | | | 14,424 | | | (*) | | | August 2026 |
6 | | | YM TRIUMPH(ii) | | | Yang Ming | | | 2020 | | | 12,690 | | | (*) | | | May 2030 |
7 | | | YM TRUTH(ii) | | | Yang Ming | | | 2020 | | | 12,690 | | | (*) | | | May 2030 |
8 | | | YM TOTALITY(ii) | | | Yang Ming | | | 2020 | | | 12,690 | | | (*) | | | July 2030 |
9 | | | YM TARGET | | | Yang Ming | | | 2021 | | | 12,690 | | | (*) | | | November 2030 |
10 | | | CAPE AKRITAS(i) | | | ZIM/MSC | | | 2016 | | | 11,010 | | | 34,750/33,000 | | | June 2031(3) |
11 | | | CAPE TAINARO(i) | | | ZIM/MSC | | | 2017 | | | 11,010 | | | 38,000/33,000 | | | January 2031(3) |
| | Vessel Name | | | Charterer | | | Year Built | | | Capacity (TEU) | | | Current Daily Charter Rate(1) (U.S. dollars) | | | Expiration of Charter(2) | |
12 | | | CAPE KORTIA(i) | | | ZIM/MSC | | | 2017 | | | 11,010 | | | 34,750/33,000 | | | July 2031(3) |
13 | | | CAPE SOUNIO(i) | | | ZIM/MSC | | | 2017 | | | 11,010 | | | 38,000/33,000 | | | January 2031(3) |
14 | | | CAPE ARTEMISIO(i) | | | Hapag Lloyd | | | 2017 | | | 11,010 | | | 36,650 | | | March 2025 |
15 | | | COSCO GUANGZHOU | | | COSCO | | | 2006 | | | 9,469 | | | 30,900 | | | April 2022 |
16 | | | COSCO NINGBO | | | COSCO | | | 2006 | | | 9,469 | | | 30,900 | | | April 2022 |
17 | | | YANTIAN | | | COSCO | | | 2006 | | | 9,469 | | | 39,600 | | | February 2024(4) |
18 | | | BEIJING | | | COSCO | | | 2006 | | | 9,469 | | | 39,600 | | | March 2024(4) |
19 | | | COSCO HELLAS | | | COSCO | | | 2006 | | | 9,469 | | | 39,600 | | | February 2024(4) |
20 | | | MSC AZOV | | | MSC | | | 2014 | | | 9,403 | | | 46,300 | | | December 2026(5) |
21 | | | MSC AMALFI | | | MSC | | | 2014 | | | 9,403 | | | 46,300 | | | March 2027(6) |
22 | | | MSC AJACCIO | | | MSC | | | 2014 | | | 9,403 | | | 46,300 | | | February 2027(7) |
23 | | | MSC ATHENS(ii) | | | MSC | | | 2013 | | | 8,827 | | | 45,300 | | | January 2026(8) |
24 | | | MSC ATHOS(ii) | | | MSC | | | 2013 | | | 8,827 | | | 45,300 | | | February 2026(9) |
25 | | | VALOR | | | Hapag Lloyd | | | 2013 | | | 8,827 | | | 32,400 | | | April 2025 |
26 | | | VALUE | | | Hapag Lloyd | | | 2013 | | | 8,827 | | | 32,400 | | | April 2025 |
27 | | | VALIANT | | | Hapag Lloyd | | | 2013 | | | 8,827 | | | 32,400 | | | June 2025 |
28 | | | VALENCE | | | Hapag Lloyd | | | 2013 | | | 8,827 | | | 32,400 | | | July 2025 |
29 | | | VANTAGE | | | Hapag Lloyd | | | 2013 | | | 8,827 | | | 32,400 | | | September 2025 |
30 | | | NAVARINO | | | MSC | | | 2010 | | | 8,531 | | | 31,000 | | | January 2025(10) |
31 | | | MAERSK KLEVEN | | | Maersk | | | 1996 | | | 8,044 | | | 17,500 | | | June 2023(11) |
32 | | | MAERSK KOTKA | | | Maersk | | | 1996 | | | 8,044 | | | 17,500 | | | June 2023(12) |
33 | | | MAERSK KOWLOON | | | Maersk | | | 2005 | | | 7,471 | | | 16,000 | | | June 2022 |
34 | | | KURE | | | COSCO | | | 1996 | | | 7,403 | | | 31,000 | | | March 2023(13) |
35 | | | MSC METHONI | | | MSC | | | 2003 | | | 6,724 | | | 29,000 | | | September 2021 |
36 | | | YORK | | | Maersk | | | 2000 | | | 6,648 | | | 21,250 | | | August 2022 |
37 | | | KOBE | | | RCL Feeder | | | 2000 | | | 6,648 | | | 14,500 | | | August 2021 |
38 | | | SEALAND WASHINGTON | | | Maersk | | | 2000 | | | 6,648 | | | 18,500 | | | March 2022(14) |
39 | | | SEALAND MICHIGAN | | | Maersk | | | 2000 | | | 6,648 | | | 18,500 | | | March 2022(14) |
40 | | | SEALAND ILLINOIS | | | Maersk | | | 2000 | | | 6,648 | | | 18,500 | | | March 2022(14) |
41 | | | MAERSK KOLKATA | | | Maersk | | | 2003 | | | 6,644 | | | 18,500 | | | March 2022(14) |
42 | | | MAERSK KINGSTON | | | Maersk | | | 2003 | | | 6,644 | | | 18,500 | | | March 2022(14) |
43 | | | MAERSK KALAMATA | | | Maersk | | | 2003 | | | 6,644 | | | 18,500 | | | March 2022(14) |
44 | | | ARIES | | | (*) | | | 2004 | | | 6,492 | | | (*) | | | December 2022 |
45 | | | VENETIKO | | | (*) | | | 2003 | | | 5,928 | | | (*) | | | July 2021 |
46 | | | ENSENADA"' | | | | | 2001 | | | 5,576 | | | 21,500 | | | June 2021 | |
47 | | | ZIM NEW YORK | | | ZIM | | | 2002 | | | 4,992 | | | 14,438 | | | October 2021(15) |
48 | | | ZIM SHANGHAI | | | ZIM | | | 2002 | | | 4,992 | | | 14,438 | | | October 2021(15) |
49 | | | LEONIDIO(ii) | | | Maersk | | | 2014 | | | 4,957 | | | 14,200 | | | December 2024 |
50 | | | KYPARISSIA(ii) | | | Maersk | | | 2014 | | | 4,957 | | | 14,200 | | | November 2024 |
51 | | | MEGALOPOLIS | | | Maersk | | | 2013 | | | 4,957 | | | 13,500 | | | July 2025 |
52 | | | MARATHOPOLIS | | | Maersk | | | 2013 | | | 4.957 | | | 13,500 | | | July 2025 |
53 | | | OAKLAND EXPRESS | | | Hapag Lloyd/Maersk | | | 2000 | | | 4,890 | | | 13,750/24,500 | | | March 2023(16) |
54 | | | VULPECULA | | | OOCL | | | 2010 | | | 4,258 | | | 22,700 | | | February 2023(17) |
55 | | | VOLANS | | | ZIM | | | 2010 | | | 4,258 | | | 7,000 | | | March 2021 |
56 | | | VIRGO | | | Evergreen | | | 2009 | | | 4,258 | | | 8,600 | | | March 2021 |
57 | | | VELA | | | OOCL | | | 2009 | | | 4,258 | | | 22,700 | | | January 2023 |
| | Vessel Name | | | Charterer | | | Year Built | | | Capacity (TEU) | | | Current Daily Charter Rate(1) (U.S. dollars) | | | Expiration of Charter(2) | |
58 | | | ULSAN | | | Maersk | | | 2002 | | | 4,132 | | | 12,000 | | | June 2021 |
59 | | | NEOKASTRO | | | (*) | | | 2011 | | | 4,178 | | | (*) | | | December 2021 |
60 | | | POLAR ARGENTINA(i)(ii) | | | Maersk | | | 2018 | | | 3,800 | | | 19,700 | | | October 2024 |
61 | | | POLAR BRASIL(i)(ii) | | | Maersk | | | 2018 | | | 3,800 | | | 19,700 | | | January 2025 |
62 | | | LAKONIA | | | COSCO | | | 2004 | | | 2,586 | | | 17,300 | | | February 2022(18) |
63 | | | SCORPIUS (ex. JPO SCORPIUS) | | | Pool | | | 2007 | | | 2,572 | | | Pool Participation | |||
64 | | | ETOILE | | | (*) | | | 2005 | | | 2,556 | | | (*) | | | March 2021 |
65 | | | AREOPOLIS | | | COSCO | | | 2000 | | | 2,474 | | | 17,300 | | | March 2022(19) |
66 | | | MONEMVASIA(i) | | | Maersk | | | 1998 | | | 2,472 | | | 9,250 | | | November 2021 |
67 | | | MESSINI | | | (*) | | | 1997 | | | 2,458 | | | 9,850 | | | April 2021 |
68 | | | ARKADIA(i) | | | Evergreen | | | 2001 | | | 1,550 | | | 8,650 | | | April 2021 |
69 | | | PROSPER | | | Sealand Maersk Asia | | | 1996 | | | 1,504 | | | 8,500 | | | March 2021 |
70 | | | MICHIGAN | | | MSC | | | 2008 | | | 1,300 | | | 5,800 | | | September 2021 |
71 | | | TRADER | | | (*) | | | 2008 | | | 1,300 | | | (*) | | | November 2021 |
72 | | | LUEBECK | | | MSC | | | 2001 | | | 1,078 | | | 7,750 | | | February 2022 |
| | Vessel Name | | | Charterer | | | Year Built | | | Capacity (TEU) | | | Daily Charter Rate(1) (U.S. dollars) | | | Period of Charter upon vessels delivery(2) | |
1 | | | A 6,492 TEU vessel | | | (*) | | | 2004 | | | 6,492 | | | (*) | | | 22-25 months |
2 | | | A 5,642 TEU vessel | | | (*) | | | 2006 | | | 5,642 | | | (*) | | | 11-13 months |
3 | | | A 4,578 TEU vessel | | | No charter fixture | | | 2009 | | | 4,578 | | | No charter fixture | | | No charter fixture |
4 | | | A 4,256 TEU vessel | | | Maersk | | | 2010 | | | 4,256 | | | 22,750 | | | 24.5-27.5 months |
| | Vessel Name | | | Shipyard | | | Capacity (TEU) | | | Charterer | | | Expected Delivery(20) | |
1 | | | YZJ2015-2061 | | | Jiangsu Yangzijiang Shipbuilding Group | | | 12,690 | | | Yang Ming | | | Q2 2021 |
(1) | Daily charter rates are gross, unless stated otherwise. Amounts set out for current daily charter rate are the amounts contained in the charter contracts. |
(2) | Charter terms and expiration dates are based on the earliest date charters could expire. |
(3) | Upon redelivery of each vessel from ZIM between March 2021 and October 2021, each vessel will commence a charter for a period of approximately 10 years, with MSC at a daily rate of $33,000. Until then the daily charter rate of Cape Akritas and Cape Kortia will be $34,750 and the daily charter rate of Cape Sounio and Cape Tainaro will be $38,000. |
(4) | The daily rate of $39,600 will apply from April 1, 2021 for Yantian and Cosco Hellas and from May 1, 2021 for Beijing. Until the aforementioned dates the vessels will be chartered at an undisclosed daily rate. |
(5) | This charter rate will be earned by MSC Azov until December 2, 2023. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300. |
(6) | This charter rate will be earned by MSC Amalfi until March 16, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300. |
(7) | This charter rate will be earned by MSC Ajaccio until February 1, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300. |
(8) | This charter rate will be earned by MSC Athens until January 29, 2023. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300. |
(9) | This charter rate will be earned by MSC Athos until February 24, 2023. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300. |
(10) | This charter rate will be earned by Navarino from April 15, 2021. Until then the daily charter rate will be $23,000. |
(11) | From April 9, 2021, the daily rate of Maersk Kleven is a base rate of $17,000, adjusted pursuant to the terms of a 50:50 profit/loss sharing mechanism based on market conditions with a minimum charter rate of $12,000 and a maximum charter rate of $25,000. |
(12) | From April 25, 2021, the daily rate of Maersk Kotka is a base rate of $17,000, adjusted pursuant to the terms of a 50:50 profit/loss sharing mechanism based on market conditions with a minimum charter rate of $12,000 and a maximum charter rate of $25,000. |
(13) | This charter rate will be earned by Kure from March 23, 2021. Until then the daily charter rate will be $9,500. |
(14) | The daily rate for Sealand Washington, Sealand Michigan, Sealand Illinois, Maersk Kolkata, Maersk Kingston and Maersk Kalamata is a base rate of $16,000, adjusted pursuant to the terms of a 50:50 profit/loss sharing mechanism based on market conditions with a minimum charter rate of $12,000 and a maximum charter rate of $25,000. |
(15) | The amounts in the table reflect the current charter terms, giving effect to our agreement with ZIM under its 2014 restructuring plan. Based on this agreement, we have been granted charter extensions and have been issued equity securities representing 1.2% of ZIM’s equity and approximately $8.2 million in interest bearing notes maturing in 2023. In May 2020, the Company exercised its option to extend the charters of ZIM New York and ZIM Shanghai for a one year period at market rate plus $1,100 per day per vessel while the notes remain outstanding. The rate for this sixth optional year has been determined at $14,438 per day. |
(16) | Upon redelivery of Oakland Express from Hapag Lloyd, expected in March 2021, the vessel will commence a charter for a period of 24 to 27 months, with Maersk at a daily rate of $24,500. Until then the daily charter rate will be $13,750. |
(17) | This charter rate will be earned by Vulpecula from March 28, 2021. Until then the daily charter rate will be $7,000. |
(18) | This charter rate will be earned by Lakonia from February 24, 2021. Until then the daily charter rate will be $7,500. |
(19) | This charter rate will be earned by Areopolis from March 3, 2021. Until then the daily charter rate will be $7,500. |
(20) | Based on latest shipyard construction schedule, subject to change. |
• | Costamare Shipping provided commercial and insurance services to all of our containerships, including vessels acquired pursuant to the Framework Deed, as well as technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 25 of our containerships, including five Joint Venture vessels and one vessel under construction; |
• | V.Ships Greece provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services, as well as certain commercial services, to 20 of our containerships including three Joint Venture vessels; |
• | V.Ships Shanghai provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 17 of our containerships including two Joint Venture vessels; |
• | Vinnen provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services, as well as certain commercial services, to five of our containerships; and |
• | HanseContor provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services, as well as certain commercial services, to six of our containerships. |
| | 2021 | | | 2022 | | | 2023 | | | 2024 | | | 2025 | |
Number of vessels | | | 17 | | | 9 | | | 21 | | | 9 | | | 15 |
(1) | Excludes one vessel that had been classified as an asset held for sale (sold in February 2021) and the four vessels that we have agreed to acquire. |
• | natural resource damages and the costs of assessment thereof; |
• | real and personal property damage; |
• | net loss of taxes, royalties, rents, fees and other lost revenues; |
• | lost profits or impairment of earning capacity due to property or natural resource damages; and |
• | net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. |
• | on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications; |
• | on-board installation of ship security alert systems; |
• | the development of ship security plans; and |
• | compliance with flag state security certification requirements. |
UNRESOLVED STAFF COMMENTS |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
| | 2021 | | | 2022 | | | 2023 | | | 2024 | | | 2025 | | | 2026 | | | 2027 and thereafter | |
No. of Vessels whose Charters Expire(1) | | | 30 | | | 11 | | | — | | | 2 | | | 8 | | | 8 | | | 7 |
TEU of Expiring Charters | | | 147,116 | | | 78,575 | | | — | | | 9,914 | | | 62,580 | | | 99,177 | | | 82,256 |
Contracted Days | | | 15,693 | | | 10,133 | | | 9,125 | | | 9,089 | | | 6,679 | | | 3,786 | | | 6,837 |
Available Days | | | 8,190 | | | 13,592 | | | 14,600 | | | 14,701 | | | 17,046 | | | 19,137 | | | 99,462 |
| | 2021 | | | 2022 | | | 2023 | | | 2024 | | | 2025 | | | 2026 | | | 2027 and thereafter | |
Contracted/Total Days(2) | | | 65.7% | | | 42.7% | | | 38.5% | | | 38.2% | | | 28.2% | | | 16.5% | | | 6.4% |
Contracted/Total Days (TEU-adjusted)(3) | | | 76.8% | | | 57.7% | | | 53.5% | | | 53.3% | | | 43.4% | | | 27.2% | | | 10.8% |
(1) | Includes the exercise of owner’s unilateral extension options for five of our vessels, two vessels under construction, three secondhand vessels that we had agreed to acquire, and excludes vessels purchased pursuant to the Framework Deed. |
(2) | Total days are calculated on the assumption that the vessels will continue trading until the age of 30 years old, unless the vessel will exceed 30 years of age at the expiry of its current time charter, in which case we assume that the vessel continues trading until that expiry date. Halifax Express has been classified as a vessel held for sale and therefore the available days are calculated up to December 31, 2020. |
(3) | Contracted Days coverage adjusted by TEU capacity. |
• | Number of Vessels in Our Fleet. The number of vessels in our fleet is a key factor in determining the level of our revenues. Aggregate expenses also increase as the size of our fleet increases. Vessel acquisitions and dispositions give rise to gains and losses and other one time items. During 2007 and 2008, we increased the number of vessels in our fleet so that on October 31, 2008 our fleet consisted of 53 containerships. Thereafter, from 2009 through the first half of 2010, in response to the global economic recession, we reduced our fleet through dispositions to 41 vessels. Since then, and taking into consideration the prevailing market conditions, we have substantially grown our fleet, which as of February 19, 2021, amounted to a total of 77 vessels, including one vessel under construction, four secondhand vessels we have agreed to acquire and the 10 containerships acquired by Joint Venture entities in which we hold a minority equity interest. |
• | Charter Rates. The charter rates we obtain for our vessels also drive our revenues. Charter rates are based primarily on demand and supply of containership capacity at the time we enter into the charters for our vessels. Demand and supply can fluctuate significantly over time as a result of changing economic conditions affecting trade flow between ports served by liner companies and the industries which use liner shipping services. Vessels operated under long-term charters are less susceptible to cyclical containership charter rates than vessels operated on shorter-term charters, such as spot charters. We are exposed to varying charter rate environments when our chartering arrangements expire and we seek to deploy our containerships under new charters. As illustrated in the table above under “—Overview”, the staggered maturities of our containership charters aim to reduce our exposure to any one particular rate environment and point in the shipping cycle. See “—Voyage Revenue”. |
• | Utilization of Our Fleet. Due to the long-term time charters under which they generally operate, our containerships have consistently been deployed at high utilization. Nevertheless, the amount of time our vessels spend dry-docked undergoing repairs, maintenance or upgrade work affects our results of operations. Historically, our fleet has had a limited number of unscheduled off-hire days. In 2018, 2019 and 2020 our fleet utilization based on unscheduled off-hire days as a percentage of total operating days for each year was 99.2%, 99.5% and 99.6%, respectively. However, an increase in annual off-hire days could reduce our utilization. The efficiency with which suitable employment is secured, the ability to minimize off-hire days and the amount of time spent positioning vessels also affects our results of operations. If the utilization pattern of our containership fleet changes, our financial results would be affected. |
• | Expenses and Other Costs. Our ability to control our fixed and variable expenses is critical to our ability to maintain acceptable profit margins. These expenses include commission expenses, crew wages and related costs, the cost of insurance, expenses for repairs and maintenance, the cost of spares and consumable stores, lubricating oil costs, tonnage taxes and other miscellaneous expenses. In addition, factors beyond our control, such as developments relating to market premiums for insurance and the value of the U.S. dollar compared to currencies in which certain of our expenses, primarily crew wages, are paid, can cause our vessel operating expenses to increase. We proactively manage our foreign currency exposure by entering into Euro/dollar forward contracts covering our Euro-denominated operating expenses. |
| | On and After January 1, | ||||||||||||||||
| | 2021 | | | 2022 | | | 2023 | | | 2024 | | | 2025 and thereafter | | | Total | |
| | (Expressed in thousands of U.S. dollars, except days and percentages) | ||||||||||||||||
Contracted Revenues(1)(2) | | | 420,794 | | | 334,921 | | | 315,997 | | | 315,995 | | | 632,583 | | | 2,020,290 |
Fleet Contracted Days(2) | | | 15,693 | | | 10,133 | | | 9,125 | | | 9,089 | | | 17,302 | | | 61,342 |
Percentage of fleet contracted days/Total days(2) | | | 65.7% | | | 42.7% | | | 38.5% | | | 38.2% | | | 11.3% | | | 24.7% |
(1) | Annual revenue calculations are based on: (a) an assumed 365 revenue days per vessel per annum, (b) the earliest redelivery dates possible under our containerships’ charters, and (c) the exercise of the owner’s unilateral options to extend the terms of those charters. The contracted revenues for the 14 vessels subject to the Sale and Leaseback transactions are included in the revenue calculations. |
(2) | Some of our charters provide that the charter rate will be adjusted to a market rate for the final months of their respective terms. For purposes of determining contracted revenues and the number of days, we exclude these periods and treat the charter as expiring at the end of the last fixed rate period. Total days are calculated on the assumption that the vessels will continue trading until the age of 30 years old, unless the vessel will exceed 30 years of age at the expiry of its current time charter, in which case we assume that the vessel continues trading until that expiry date. Halifax Express has been classified as a vessel held for sale and therefore the available days are calculated up to December 31, 2020. |
* | The revenues and days in the above table exclude the revenues and contracted days of any of the vessels purchased pursuant to the Framework Deed, but include the revenues and contracted days of the two vessels under construction and the three vessels that we have agreed to acquire. |
| | Year ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | Change | | | Percentage Change | |
| | (Expressed in millions of U.S. dollars, except percentages) | ||||||||||
Voyage revenue | | | $478.1 | | | $460.3 | | | $(17.8) | | | (3.7)% |
Voyage expenses | | | (5.3) | | | (7.4) | | | 2.1 | | | 39.6% |
Voyage expenses—related parties | | | (5.3) | | | (6.5) | | | 1.2 | | | 22.6% |
Vessels’ operating expenses | | | (116.1) | | | (117.1) | | | 1.0 | | | 0.9% |
General and administrative expenses | | | (5.6) | | | (7.4) | | | 1.8 | | | 32.1% |
Management fees—related parties | | | (21.3) | | | (21.6) | | | 0.3 | | | 1.4% |
General and administrative expenses—non-cash component | | | (3.9) | | | (3.7) | | | (0.2) | | | (5.1)% |
Amortization of dry-docking and special survey costs | | | (8.9) | | | (9.0) | | | 0.1 | | | 1.1% |
| | Year ended December 31, | | | | | ||||||
| | 2019 | | | 2020 | | | Change | | | Percentage Change | |
| | (Expressed in millions of U.S. dollars, except percentages) | ||||||||||
Depreciation | | | (113.5) | | | (108.7) | | | (4.8) | | | (4.2)% |
Loss on sale / disposal of vessels | | | (19.6) | | | (79.1) | | | 59.5 | | | n.m. |
Loss on vessels held for sale | | | (2.5) | | | (7.7) | | | 5.2 | | | n.m. |
Vessels’ impairment loss | | | (3.0) | | | (31.6) | | | 28.6 | | | n.m. |
Foreign exchange losses | | | — | | | (0.3) | | | 0.3 | | | n.m. |
Interest income | | | 3.3 | | | 1.9 | | | (1.4) | | | (42.4)% |
Interest and finance costs | | | (89.0) | | | (68.7) | | | (20.3) | | | (22.8)% |
Swaps’ breakage costs | | | — | | | — | | | — | | | — |
Income from equity method investments | | | 11.4 | | | 16.2 | | | 4.8 | | | 42.1% |
Other | | | 0.8 | | | 1.2 | | | 0.4 | | | 50.0% |
Loss on derivative instruments | | | (0.6) | | | (1.9) | | | 1.3 | | | n.m. |
Net Income | | | $99.0 | | | $8.9 | | | | |
| | Year ended December 31, | | | Change | | | Percentage Change | ||||
Vessels’ operational data | | | 2019 | | | 2020 | | |||||
Average number of vessels | | | 60.3 | | | 60.0 | | | (0.3) | | | (0.5)% |
Ownership days | | | 22,002 | | | 21,965 | | | (37) | | | (0.2)% |
Number of vessels under dry-docking | | | 6 | | | 11 | | | 5 | | |
| | Year ended December 31, | | | Change | | | Percentage Change | ||||
| | 2019 | | | 2020 | | ||||||
| | (Expressed in millions of U.S. dollars, except percentages) | ||||||||||
Voyage revenue | | | $478.1 | | | $460.3 | | | $(17.8) | | | (3.7)% |
Accrued charter revenue(1) | | | 3.9 | | | 21.3 | | | 17.4 | | | n.m. |
Amortization of Time-charter assumed | | | 0.2 | | | 0.2 | | | — | | | — |
Voyage revenue adjusted on a cash basis(2) | | | $482.2 | | | $481.8 | | | $(0.4) | | | (0.1)% |
(1) | Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period. |
(2) | Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates. Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then-current daily charter rates. The increases or decreases in daily charter rates under our charter party agreements are described in the notes to the table in “Item 4. Information On The Company—Business Overview—Our Fleet, Acquisitions and Vessels Under Construction”. |
1 | 0.75% until June 30, 2019 |
| | Year ended December 31, | | | Change | | | Percentage Change | ||||
| | 2018 | | | 2019 | | ||||||
| | (Expressed in millions of U.S. dollars, except percentages) | ||||||||||
Voyage revenue | | | $380.4 | | | $478.1 | | | $97.7 | | | 25.7% |
Voyage expenses | | | (5.8) | | | (5.3) | | | (0.5) | | | (8.6)% |
Voyage expenses—related parties | | | (3.2) | | | (5.3) | | | 2.1 | | | 65.6% |
Vessels’ operating expenses | | | (110.6) | | | (116.1) | | | 5.5 | | | 5.0% |
General and administrative expenses | | | (5.4) | | | (5.6) | | | 0.2 | | | 3.7% |
Management fees—related parties | | | (19.5) | | | (21.3) | | | 1.8 | | | 9.2% |
General and administrative expenses—non-cash component | | | (3.8) | | | (3.9) | | | 0.1 | | | 2.6% |
Amortization of dry-docking and special survey costs | | | (7.3) | | | (8.9) | | | 1.6 | | | 21.9% |
Depreciation | | | (96.3) | | | (113.5) | | | 17.2 | | | 17.9% |
Amortization of prepaid lease rentals, net | | | (8.2) | | | — | | | (8.2) | | | n.m. |
Loss on sale / disposal of vessels | | | (3.1) | | | (19.6) | | | 16.5 | | | n.m. |
Loss on vessels held for sale | | | (0.1) | | | (2.5) | | | 2.4 | | | n.m. |
Vessels’ impairment loss | | | — | | | (3.0) | | | 3.0 | | | n.m. |
Foreign exchange losses | | | (0.1) | | | — | | | (0.1) | | | n.m. |
Interest income | | | 3.5 | | | 3.3 | | | (0.2) | | | (5.7)% |
Interest and finance costs | | | (64.0) | | | (89.0) | | | 25.0 | | | 39.1% |
Swaps’ breakage costs | | | (1.2) | | | — | | | (1.2) | | | n.m. |
Equity gain on investments | | | 12.1 | | | 11.4 | | | (0.7) | | | (5.8)% |
Other | | | 0.4 | | | 0.8 | | | 0.4 | | | 100.0% |
Loss on derivative instruments | | | (0.6) | | | (0.6) | | | — | | | — |
Net Income | | | $67.2 | | | $99.0 | | | | |
| | Year ended December 31, | | | Change | | | Percentage Change | ||||
| | 2018 | | | 2019 | | ||||||
Average number of vessels | | | 55.8 | | | 60.3 | | | 4.5 | | | 8.1% |
Ownership days. | | | 20,359 | | | 22,002 | | | 1,643 | | | 8.1% |
Number of vessels under dry-docking. | | | 17 | | | 6 | | | (11) | | |
| | Year ended December 31, | | | Change | | | Percentage Change | ||||
| | 2018 | | | 2019 | | ||||||
| | (Expressed in millions of U.S. dollars, except percentages) | ||||||||||
Voyage revenue | | | $380.4 | | | $478.1 | | | $97.7 | | | 25.7% |
Accrued charter revenue(1) | | | (7.3) | | | 3.9 | | | 11.2 | | | n.m. |
Amortization of Time-charter assumed | | | — | | | 0.2 | | | 0.2 | | | n.m. |
Voyage revenue adjusted on a cash basis(2) | | | $373.1 | | | $482.2 | | | $109.1 | | | 29.2% |
(1) | Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period. |
(2) | Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates. Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then-current daily charter rates. The increases or decreases in daily charter rates under our charter party agreements are described in the notes to the table in “Item 4. Information On The Company—Business Overview—Our Fleet, Acquisitions and Vessels Under Construction”. |
| | Year ended December 31, | |||||||
| | 2018 | | | 2019 | | | 2020 | |
| | (Expressed in millions of U.S. dollars) | |||||||
Condensed cash flows | | | | | | | |||
| | | | | | ||||
Net Cash Provided by Operating Activities | | | $140.8 | | | $250.4 | | | $274.3 |
Net Cash Used in Investing Activities | | | (112.6) | | | (8.9) | | | (36.4) |
Net Cash Used in Financing Activities | | | (80.5) | | | (212.2) | | | (241.9) |
Credit Facilities/Finance Leases and Other Financing Arrangements | | | Outstanding Principal Amount | | | Interest Rate(1) | | | Maturity | | | Repayment profile |
| | (Expressed in thousands of U.S. dollars) | | | | | | | ||||
Bank Debt | | | | | | | | | ||||
Nerida | | | 11,775 | | | LIBOR + Margin(2) | | | 2022 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
Tatum et al | | | 40,800 | | | LIBOR + Margin(2) | | | 2025 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
Verandi et al | | | 15,240 | | | LIBOR + Margin(2) | | | 2021 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
November 2018 Facility(3) | | | 34,188 | | | LIBOR + Margin(2) | | | 2023 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
Adele Shipping | | | 60,500 | | | LIBOR + Margin(2) | | | 2026 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
Cadence et al | | | 113,200 | | | LIBOR + Margin(2) | | | 2027 | | | Variable amortization with balloon |
| | | | | | | | |||||
Quentin et al | | | 80,943 | | | LIBOR + Margin(2) | | | 2025 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
Raymond et al | | | 135,550 | | | LIBOR + Margin(2) | | | 2025 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
Uriza | | | 20,000 | | | LIBOR + Margin(2) | | | 2025 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
Kelsen | | | 8,100 | | | LIBOR + Margin(2) | | | 2022 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
Achilleas et al | | | 58,396 | | | LIBOR + Margin(2) | | | 2024 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
Caravokyra et al | | | 64,800 | | | LIBOR + Margin(2) | | | 2025 | | | Variable amortization with balloon |
| | | | | | | | |||||
Capetanissa et al | | | 65,500 | | | LIBOR + Margin(2) | | | 2025 | | | Straight-line amortization with balloon |
| | | | | | | | |||||
Bails et al | | | 27,666 | | | LIBOR + Margin(2) | | | 2024 | | | Straight-line amortization with balloon |
| | | | | | | |
Credit Facilities/Finance Leases and Other Financing Arrangements | | | Outstanding Principal Amount | | | Interest Rate(1) | | | Maturity | | | Repayment profile |
| | (Expressed in thousands of U.S. dollars) | | | | | | | ||||
Finance Leases & Other Financing Arrangements | ||||||||||||
CCBFL Sale and Leaseback | | | 100,222 | | | LIBOR + Margin(2) | | | 2026 | | | Straight-line amortization with balloon |
| | | | | | | ||||||
BoComm Sale and Leaseback | | | 33,313 | | | Fixed Rate | | | 2024 | | | Bareboat structure-fixed daily charter with balloon |
| | | | | | | | |||||
Pre and Post-Delivery Five | | | 292,182 | | | Fixed Rate | | | 2030- | | | Bareboat structure-fixed |
| | | | | | | | |||||
Vessels Financing arrangement(Sale and Leaseback) | | | | | | | 2031 | | | daily charter with balloon | ||
| | | | | | | | |||||
Benedict et al Financing arrangements | | | 436,779 | | | Fixed Rate | | | 2028 | | | Variable amortization with balloon |
(1) | The interest rates of long-term bank debt at December 31, 2020 ranged from 2.07% to 4.80%, and the weighted average interest rate as at December 31, 2020 was 2.77%. |
(2) | The interest rate margin of long-term bank debt at December 31, 2020 ranged from 1.85% to 2.75%, and the weighted average interest rate margin as at December 31, 2020 was 2.2%. |
(3) | Additional information related to upsizing of the principal amount and tenor extension is cited below in the detailed description of the agreement. |
• | pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends; |
• | purchase or otherwise acquire for value any shares of the subsidiaries’ capital; |
• | make or repay loans or advances, other than repayment of the credit facilities; |
• | make investments in other persons; |
• | sell or transfer significant assets, including any vessel or vessels mortgaged under the credit facilities, to any person, including Costamare Inc. and our subsidiaries; |
• | create liens on assets; or |
• | allow the Konstantakopoulos family’s direct or indirect holding in Costamare Inc. to fall below 30% of the total issued share capital. |
• | the ratio of our total liabilities (after deducting all cash and cash equivalents) to market value adjusted total assets (after deducting all cash and cash equivalents) may not exceed 0.75:1; |
• | the ratio of EBITDA over net interest expense must be equal to or higher than 2.5:1; |
• | the aggregate amount of all cash and cash equivalents may not be less than the greater of (i) $30 million or (ii) 3% of the total debt; |
• | the market value adjusted net worth must at all times exceed $500 million; and |
| | December 31, 2019 | | | December 31, 2020 | |||||||
| | No. of Vessels(*) | | | Amount ($ US Million)(**) | | | No. of Vessels(*) | | | Amount ($ US Million)(**) | |
5-year historical average rate | | | 2 | | | $16.3 | | | 2 | | | $4.9 |
3-year historical average rate | | | 10 | | | $82.7 | | | 2 | | | $2.7 |
1-year historical average rate | | | 8 | | | $59.1 | | | 3 | | | $4.1 |
(*) | Number of vessels the carrying value of which would not have been recovered. |
(**) | Aggregate carrying value that would not have been recovered. |
| | Vessel | | | Capacity (TEU) | | | Built | | | Acquisition Date | | | Carrying Value December 31, 2019 ($ US Million)(1) | | | Carrying Value December 31, 2020 ($ US Million)(1) | |
1 | | | Triton | | | 14,424 | | | 2016 | | | November 2018 | | | 109.8 | | | 111.8 |
2 | | | Titan | | | 14,424 | | | 2016 | | | November 2018 | | | 110.4 | | | 112.4 |
3 | | | Talos | | | 14,424 | | | 2016 | | | November 2018 | | | 110.8 | | | 112.6 |
4 | | | Taurus | | | 14,424 | | | 2016 | | | November 2018 | | | 110.7 | | | 112.6 |
5 | | | Theseus | | | 14,424 | | | 2016 | | | November 2018 | | | 111.0 | | | 112.8 |
6 | | | YM Triumph | | | 12,690 | | | 2020 | | | July 2020 | | | — | | | 93.1 |
7 | | | YM Truth | | | 12,690 | | | 2020 | | | August 2020 | | | — | | | 93.1 |
8 | | | YM Totality | | | 12,690 | | | 2020 | | | September 2020 | | | — | | | 93.7 |
9 | | | Cosco Hellas*,** | | | 9,469 | | | 2006 | | | July 2006 | | | 59.1 | | | 55.9 |
10 | | | Cosco Guangzhou*,** | | | 9,469 | | | 2006 | | | February 2006 | | | 57.5 | | | 54.5 |
11 | | | Beijing*,** | | | 9,469 | | | 2006 | | | June 2006 | | | 58.3 | | | 55.2 |
12 | | | Yantian*,** | | | 9,469 | | | 2006 | | | April 2006 | | | 58.4 | | | 55.3 |
13 | | | Cosco Ningbo*,** | | | 9,469 | | | 2006 | | | March 2006 | | | 57.9 | | | 54.9 |
14 | | | MSC Azov | | | 9,403 | | | 2014 | | | January 2014 | | | 79.7 | | | 84.7 |
15 | | | MSC Ajaccio | | | 9,403 | | | 2014 | | | March 2014 | | | 87.7 | | | 85.0 |
16 | | | MSC Amalfi | | | 9,403 | | | 2014 | | | April 2014 | | | 80.7 | | | 85.6 |
17 | | | MSC Athens | | | 8,827 | | | 2013 | | | March 2013 | | | 76.8 | | | 82.6 |
18 | | | MSC Athos | | | 8,827 | | | 2013 | | | April 2013 | | | 76.1 | | | 81.5 |
19 | | | Valor | | | 8,827 | | | 2013 | | | June 2013 | | | 79.3 | | | 76.2 |
20 | | | Value | | | 8,827 | | | 2013 | | | June 2013 | | | 79.3 | | | 76.2 |
21 | | | Valiant | | | 8,827 | | | 2013 | | | August 2013 | | | 80.3 | | | 77.2 |
22 | | | Valence | | | 8,827 | | | 2013 | | | September 2013 | | | 80.6 | | | 77.5 |
23 | | | Vantage | | | 8,827 | | | 2013 | | | November 2013 | | | 80.6 | | | 77.5 |
24 | | | Navarino*,** | | | 8,531 | | | 2010 | | | May 2010 | | | 86.7 | | | 84.0 |
25 | | | Maersk Kleven | | | 8,044 | | | 1996 | | | September 2018 | | | 14.4 | | | 13.7 |
26 | | | Maersk Kotka | | | 8,044 | | | 1996 | | | September 2018 | | | 14.1 | | | 13.4 |
27 | | | Maersk Kowloon | | | 7,471 | | | 2005 | | | May 2017 | | | 13.9 | | | 15.5 |
28 | | | Kure* | | | 7,403 | | | 1996 | | | December 2007 | | | 40.6 | | | 11.8 |
29 | | | Kokura(2),* | | | 7,403 | | | 1997 | | | February 2008 | | | 43.6 | | | — |
30 | | | Maersk Kawasaki(2),* | | | 7,403 | | | 1997 | | | December 2007 | | | 44.0 | | | — |
31 | | | MSC Methoni*,** | | | 6,724 | | | 2003 | | | October 2011 | | | 42.4 | | | 39.4 |
32 | | | Sealand Michigan*,** | | | 6,648 | | | 2000 | | | October 2000 | | | 26.9 | | | 27.0 |
33 | | | Sealand Illinois*,** | | | 6,648 | | | 2000 | | | December 2000 | | | 27.0 | | | 26.7 |
34 | | | York* | | | 6,648 | | | 2000 | | | May 2000 | | | 25.7 | | | 25.3 |
35 | | | Sealand Washington*,** | | | 6,648 | | | 2000 | | | August 2000 | | | 26.4 | | | 26.5 |
36 | | | Kobe*,** | | | 6,648 | | | 2000 | | | June 2000 | | | 26.0 | | | 25.6 |
| | Vessel | | | Capacity (TEU) | | | Built | | | Acquisition Date | | | Carrying Value December 31, 2019 ($ US Million)(1) | | | Carrying Value December 31, 2020 ($ US Million)(1) | |
37 | | | Maersk Kalamata*,** | | | 6,644 | | | 2003 | | | June 2003 | | | 34.9 | | | 32.7 |
38 | | | Maersk Kingston*,** | | | 6,644 | | | 2003 | | | April 2003 | | | 35.0 | | | 32.8 |
39 | | | Maersk Kolkata*,** | | | 6,644 | | | 2003 | | | January 2003 | | | 34.2 | | | 32.0 |
40 | | | Venetiko* | | | 5,928 | | | 2003 | | | January 2013 | | | 17.4 | | | 16.6 |
41 | | | Zim Shanghai*,** | | | 4,992 | | | 2002 | | | October 2002 | | | 24.8 | | | 23.2 |
42 | | | Zim New York*,** | | | 4,992 | | | 2002 | | | September 2002 | | | 24.7 | | | 23.1 |
43 | | | Leonidio | | | 4,957 | | | 2014 | | | May 2017 | | | 19.5 | | | 18.8 |
44 | | | Kyparissia | | | 4,957 | | | 2014 | | | May 2017 | | | 19.5 | | | 18.8 |
45 | | | Megalopolis | | | 4,957 | | | 2013 | | | July 2018 | | | 23.8 | | | 22.9 |
46 | | | Marathopolis | | | 4,957 | | | 2013 | | | July 2018 | | | 23.9 | | | 23.0 |
47 | | | Halifax Express(3),* | | | 4,890 | | | 2000 | | | November 2000 | | | 21.5 | | | — |
48 | | | Oakland Express*,** | | | 4,890 | | | 2000 | | | October 2000 | | | 21.2 | | | 21.1 |
49 | | | Singapore Express(2),* | | | 4,890 | | | 2000 | | | August 2000 | | | 20.9 | | | — |
50 | | | Vulpecula | | | 4,258 | | | 2010 | | | December 2019 | | | 10.5 | | | 10.2 |
51 | | | Volans | | | 4,258 | | | 2010 | | | December 2019 | | | 10.5 | | | 10.2 |
52 | | | Virgo | | | 4,258 | | | 2009 | | | January 2020 | | | — | | | 9.8 |
53 | | | Vela | | | 4,258 | | | 2009 | | | December 2019 | | | 9.5 | | | 10.4 |
54 | | | Neokastro | | | 4,178 | | | 2011 | | | December 2020 | | | — | | | 11.0 |
55 | | | Ulsan*,** | | | 4,132 | | | 2002 | | | February 2012 | | | 20.9 | | | 19.5 |
56 | | | Lakonia | | | 2,586 | | | 2004 | | | December 2014 | | | 7.9 | | | 7.5 |
57 | | | JPO Scorpius | | | 2,572 | | | 2007 | | | September 2020 | | | — | | | 5.0 |
58 | | | Etoile | | | 2,556 | | | 2005 | | | November 2017 | | | 9.3 | | | 9.8 |
59 | | | Areopolis | | | 2,474 | | | 2000 | | | May 2014 | | | 6.0 | | | 5.7 |
60 | | | Messini* | | | 2,458 | | | 1997 | | | August 2012 | | | 5.5 | | | 5.1 |
61 | | | Prosper* | | | 1,504 | | | 1996 | | | March 2011 | | | 5.8 | | | 3.0 |
62 | | | Michigan | | | 1,300 | | | 2008 | | | April 2018 | | | 7.2 | | | 5.8 |
63 | | | Trader | | | 1,300 | | | 2008 | | | April 2018 | | | 7.2 | | | 5.8 |
64 | | | Luebeck | | | 1,078 | | | 2001 | | | August 2012 | | | 4.1 | | | 3.2 |
| | | | | | | | TOTAL | | | 2,502.4 | | | 2,617.8 |
(1) | For impairment test calculation, Carrying Value includes the unamortized balance of dry-docking cost as at December 31, 2019 and 2020. |
(2) | Vessels sold during 2020. |
(3) | As of December 31, 2020, the vessel was classified as held for sale. |
* | Indicates container vessels which we believe, as of December 31, 2019, may have fair values below their carrying values. As of December 31, 2019, we believe that the aggregate carrying value of these 27 vessels was $399.9 million more than their market value. |
** | Indicates container vessels which we believe, as of December 31, 2020, may have fair values below their carrying values. As of December 31, 2020, we believe that the aggregate carrying value of these 18 vessels was $118.8 million more than their market value. |
| | Payments Due by Period(5) | |||||||||||||
| | Total | | | Less than 1 year | | | 1-3 years | | | 3-5 years | | | More than 5 years | |
| | (Expressed in thousands of U.S. dollars) | |||||||||||||
Long-term debt obligations(1) | | | $1,599,154 | | | $166,601 | | | $319,404 | | | $508,301 | | | $604,848 |
Interest on long-term debt obligations(2) | | | 332,699 | | | 62,035 | | | 107,470 | | | 81,954 | | | 81,240 |
Payments to our manager(3) | | | 289,910 | | | 30,593 | | | 58,499 | | | 57,583 | | | 143,235 |
Other Obligations(4) | | | 41,086 | | | 41,086 | | | — | | | — | | | — |
Total | | | $2,262,849 | | | $300,315 | | | $485,373 | | | $647,838 | | | $829,323 |
(1) | Includes obligations under finance leases and other financing arrangements. |
(2) | We expect to be obligated to make the interest payments set forth in the above table with respect to our long-term debt obligations, finance leases and other financing arrangements. The interest payments are based on annual assumed all-in rates calculated for the unhedged portion of our debt obligations based on the forward yield curve and on the average yearly debt outstanding. With respect to interest payments under our fixed rate finance lease and other financing arrangement obligations, these have been based on the repayment schedules agreed with the financing institution upon the commencement of the bareboat charters. |
(3) | This amount assumes that we will cease paying our managers any fees in connection with the management of a vessel once the vessel exceeds 30 years of age, unless the vessel will exceed 30 years of age at the expiry of its current time charter, in which case we assume that we will pay the manager a fee for the management of that vessel until its charter expires. Payments to our managers include (a) a daily management fee of $956 per day per vessel, (b) total of 1.25% fee on charter revenues earned and (c) total fees of $2.5 million. Payments to our manager exclude the value of the shares of our common stock issued to the manager in exchange for its services. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreements”. The above represent total fees paid to Costamare Shipping and Costamare Services. |
(4) | This amount represents our share of the remaining equity commitments with regards to the two vessels under construction and the aggregate of the remaining equity payments for the acquisition of three secondhand vessels. |
(5) | These amounts exclude the following preferred stock dividend payment amounts (assuming that none of our preferred stock is redeemed in the next 5 years): |
Total | | | Less than 1 year | | | 1-3 years | | | 3-5 years |
| | (Expressed in thousands of U.S. dollars) | |||||||
$155,345 | | | $31,069 | | | $62,138 | | | $62,138 |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
Name | | | Age | | | Position |
Konstantinos Konstantakopoulos | | | 51 | | | Chief Executive Officer, Chairman of the Board and Class III Director |
Gregory Zikos | | | 52 | | | Chief Financial Officer and Class II Director |
Vagn Lehd Møller | | | 74 | | | Class II Director |
Charlotte Stratos | | | 66 | | | Class III Director |
Konstantinos Zacharatos | | | 48 | | | Class I Director |
Anastassios Gabrielides | | | 56 | | | General Counsel and Secretary |
• | a Code of Business Conduct and Ethics for all officers and employees, which incorporates a Code of Ethics for directors and a Code of Conduct for corporate officers; |
• | a Corporate Governance, Nominating and Compensation Committee Charter; and |
• | an Audit Committee Charter. |
• | the appointment, compensation, retention and oversight of independent auditors and approving any non-audit services performed by such auditors; |
• | assisting the board in monitoring the integrity of our financial statements, the independent auditors’ qualifications and independence, the performance of the independent accountants and our internal audit function and our compliance with legal and regulatory requirements; |
• | annually reviewing an independent auditors’ report describing the auditing firm’s internal quality-control procedures, and any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm; |
• | discussing the annual audited financial and quarterly statements with management and the independent auditors; |
• | discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies; |
• | discussing policies with respect to risk assessment and risk management; |
• | meeting separately, and periodically, with management, internal auditors and the independent auditors; |
• | reviewing with the independent auditors any audit problems or difficulties and management’s responses; |
• | setting clear hiring policies for employees or former employees of the independent auditors; |
• | annually reviewing the adequacy of the audit committee’s written charter, the scope of the annual internal audit plan and the results of internal audits; |
• | establishing procedures for the consideration of all related-party transactions, including matters involving potential conflicts of interest or potential usurpations of corporate opportunities; |
• | reporting regularly to the full board of directors; and |
• | handling such other matters that are specifically delegated to the audit committee by the board of directors from time to time. |
• | nominating candidates, consistent with criteria approved by the full board of directors, for the approval of the full board of directors to fill board vacancies as and when they arise, as well as putting in place plans for succession, in particular, ofthe chairman of the board of directors and executive officers; |
• | selecting, or recommending that the full board of directors select, the director nominees for the next annual meeting of stockholders; |
• | developing and recommending to the full board of directors corporate governance guidelines applicable to us and keeping such guidelines under review; |
• | overseeing the evaluation of the board and management; and |
• | handling such other matters that are specifically delegated to the corporate governance, nominating and compensation committee by the board of directors from time to time. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
• | each person or entity that we know beneficially owns 5% or more of our common stock; |
• | each of our officers and directors; and |
• | all our directors and officers as a group. |
| | Shares of Common Stock Beneficially Held | ||||
Identity of Person or Group | | | Number of Shares | | | Percentage |
Officers and Directors | | | | | ||
Konstantinos Konstantakopoulos(1) | | | 26,646,825 | | | 21.8% |
Gregory Zikos | | | * | | | |
Konstantinos Zacharatos(2) | | | | | ||
Vagn Lehd Moller | | | * | | | |
Charlotte Stratos | | | | | ||
Anastassios Gabrielides(3) | | | | | ||
All officers and directors as a group (six persons) | | | 27,214,050 | | | 22.2% |
5% Beneficial Owners | | | | | ||
Achillefs Konstantakopoulos(4) | | | 22,432,453 | | | 18.3% |
Christos Konstantakopoulos(5) | | | 20,601,588 | | | 16.8% |
(1) | Konstantinos Konstantakopoulos, our chairman and chief executive officer, owns 12,378,575 shares of common stock directly and 14,268,250 shares of common stock indirectly through entities he controls. He also holds 12,800 shares of Series B Preferred Stock, 24,749 shares of Series C Preferred Stock,50,000 shares of Series D Preferred Stock and 305,000 shares of Series E Preferred Stock through an entity he controls, 0.6%, 0.6%, 1.3% and 6.7%, respectively, of the issued and outstanding shares of Series D Preferred Stock and Series E Preferred Stock, respectively. |
(2) | Konstantinos Zacharatos holds less than 1% of our issued and outstanding Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. |
(3) | Anastassios Gabrielides, our General Counsel and Secretary, holds less than 1% of our issued and outstanding Series D Preferred Stock |
(4) | Achillefs Konstantakopoulos, the brother of our chairman and chief executive officer, owns 9,789,718 shares of common stock directly and 11,432,715 shares of common stock indirectly through entities he controls and his immediate family owns 1,180,000 shares of common stock. He also holds 30,203 shares of Series B Preferred Stock, 80,390 shares of Series C Preferred Stock and 102,300 shares of Series D Preferred Stock through an entity he controls, or 1.5%, 2.0% and 2.6% of the issued and outstanding shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, respectively. His immediate family also holds 31,350 shares of Series B Preferred Stock, or 1.6% of the issued and outstanding shares of Series B Preferred Stock. |
(5) | Christos Konstantakopoulos, the brother of our chairman and chief executive officer, owns 11,274,356 shares of common stock directly and 9,327,232 shares of common stock indirectly through an entity he controls. |
* | Owns less than 1% of our issued and outstanding common stock. |
• | any moneys payable by us under the applicable agreement have not been paid when due or if on demand within 20 business days of payment having been demanded; |
• | if we materially breach the agreement and we have failed to cure such breach within 20 business days after we are given written notice from Costamare Shipping or Costamare Services, as applicable; or |
• | there is a change of control of our Company or the vessel-owning subsidiaries, as applicable. |
• | any moneys payable by Costamare Shipping or Costamare Services under or pursuant to the applicable agreement are not paid or accounted for within 10 business days after receiving written notice from us; |
• | Costamare Shipping or Costamare Services, as applicable materially breaches the agreement and has failed to cure such breach within 20 business days after receiving written notice from us; |
• | there is a change of control of Costamare Shipping or Costamare Services, as applicable; or |
• | Costamare Shipping or Costamare Services, as applicable, is convicted of, enters a plea of guilty or nolo contendere with respect to, or enters into a plea bargain or settlement admitting guilt for a crime (including fraud), which conviction, plea bargain or settlement is demonstrably and materially injurious to Costamare, if such crime is not a misdemeanor and such crime has been committed solely and directly by an officer or director of Costamare Shipping or Costamare Services, as applicable, acting within the terms of its employment or office. |
• | the other party ceases to conduct business, or all or substantially all of the equity interests, properties or assets of the other party are sold, seized or appropriated which, in the case of seizure or appropriation, is not discharged within 20 business days; |
• | the other party files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection of debtors or adopts a plan of liquidation, or if a petition is filed against such party seeking to have it declared insolvent or bankrupt and such petition is not dismissed or stayed within 90 business days of its filing, or such party admits in writing its insolvency or its inability to pay its debts as they mature, or if an order is made for the appointment of a liquidator, manager, receiver or trustee of such party of all or a substantial part of its assets, or if an encumbrancer takes possession of or a receiver or trustee is appointed over the whole or any part of such party’s undertaking, property or assets or if an order is made or a resolution is passed for Costamare Shipping’s, Costamare Services’ or our winding up; |
• | the other party is prevented from performing any obligations under the applicable agreement by any cause whatsoever of any nature or kind beyond the reasonable control of such party respectively for a period of two consecutive months or more (“Force Majeure”); or |
• | in the case of the Framework Agreement, all supervision agreements and all ship-management agreements are terminated in accordance with their respective terms. |
FINANCIAL INFORMATION |
| | Year Ended December 31, | ||||||||||||||||
| | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | Total | |
| | (Expressed in millions of U.S. dollars) | ||||||||||||||||
Common Stock dividends paid | | | $53.9 | | | $16.7 | | | $20.9 | | | $27.4 | | | $34.3 | | | $153.3 |
Common Stock dividends paid in shares under the Dividend Reinvestment Plan | | | 19.5 | | | 22.8 | | | 23.1 | | | 18.5 | | | 13.8 | | | 97.7 |
Preferred Stock dividends paid | | | 21.1 | | | 21.1 | | | 28.3 | | | 31.3 | | | 31.2 | | | 132.9 |
Total | | | $94.5 | | | $60.6 | | | $72.3 | | | $77.2 | | | $79.3 | | | $383.9 |
THE OFFER AND LISTING |
ADDITIONAL INFORMATION |
• | the designation of the series; |
• | the number of shares of the series; |
• | the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and |
• | the voting rights, if any, of the holders of the series. |
• | 10 days following the first public announcement that a person or group of affiliated or associated persons or an “acquiring person” has acquired or obtained the right to acquire beneficial ownership of 15% or more of our outstanding common stock; or |
• | 10 business days following the start of a tender or exchange offer that would result, if closed, in a person becoming an “acquiring person”. |
• | our common stock certificates will evidence the rights, and the rights will be transferable only with those certificates; and |
• | any new shares of common stock will be issued with rights, and new certificates will contain a notation incorporating the rights agreement by reference. |
• | we are acquired in a merger or other business combination transaction; or |
• | 50% or more of our assets, cash flows or earning power is sold or transferred. |
• | any person other than our existing stockholder becoming the beneficial owner of common stock with voting power equal to 50% or more of the total voting power of all shares of common stock entitled to vote in the election of directors; or |
• | the occurrence of a flip—over event. |
• | to cure any ambiguity, omission, defect or inconsistency; |
• | to make changes that do not adversely affect the interests of holders of rights, excluding the interests of any acquiring person; or |
• | to shorten or lengthen any time period under the rights agreement, except that we cannot change the time period when rights may be redeemed or lengthen any time period, unless such lengthening protects, enhances or clarifies the benefits of holders of rights other than an acquiring person. |
(a) | Form of Ship Management Agreement between Costamare Shipping Company S.A. and Shanghai Costamare Ship Management Co., Ltd., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreements”. |
(b) | Restrictive Covenant Agreement dated November 3, 2010, between Costamare Inc. and Konstantinos Konstantakopoulos, please see “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Restrictive Covenant Agreements”. |
(c) | Stockholder Rights Agreement dated October 19, 2010, between Costamare Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent. For a description of the Stockholder Rights Agreement, please see “Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholder Rights Plan”. |
(d) | Trademark License Agreement dated November 3, 2010 between Costamare Inc. and Costamare Shipping Company S.A. and the Addendum thereto dated February 29, 2016, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Trademark License Agreement”. |
(g) | Restrictive Covenant Agreement dated July 24, 2012, between Costamare Inc. and Konstantinos Zacharatos, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements”. |
(h) | Form of Ship Management Agreement between subsidiaries of Costamare Inc. and V.Ships Greece Ltd., please see “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet”. |
(i) | Framework Deed dated May 15, 2013, as amended and restated on May 18, 2015, between Sparrow Holdings, L.P., York Capital Management Global Advisors LLC, Costamare Inc. and Costamare Ventures Inc., please see “Item 4. Information on the Company—B. Business Overview—Our Fleet, Acquisitions and Vessels Under Construction—Framework Deed”. |
(j) | Agreement Relating to Framework Agreement and Ship—management Agreements between Costamare Shipping Company S.A. and Costamare Inc., dated November 2, 2015. “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet”. |
(k) | Services Agreement dated November 2, 2015, by and between the subsidiaries of Costamare Inc. set out in Schedule A thereto and Costamare Shipping Services Ltd., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreement”. |
(l) | Amended and Restated Registration Rights Agreement dated as of November 27, 2015, between Costamare Inc. and the Stockholders named therein, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Registration Rights Agreement”. |
(m) | Agreement Regarding Charter Brokerage dated January 1, 2018, by and between Costamare Shipping Company S.A. and Blue Net Chartering GmbH & Co. KG., please see “Item 4. Information on the Company—B. Business Overview—Chartering of Our Fleet”. |
(n) | Framework Agreement dated November 2, 2015, as amended and restated on January 17, 2020, by and between Costamare Inc. and Costamare Shipping Company S.A., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreement”. |
(a) | the use of vessels; |
(b) | the hiring or leasing of vessels for use on a time, operating or bareboat charter basis; |
(c) | the participation in a pool, partnership, strategic alliance, joint operating agreement or other joint venture it directly or indirectly owns or participates in that generates such income; or |
(d) | the performance of services directly related to those uses. |
(a) | it is organized in a foreign country (or the “country of organization”) that grants an “equivalent exemption” to U.S. corporations; and |
(b) | either |
(i) | more than 50% of the value of its stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to U.S. corporations; or |
(ii) | its stock is “primarily and regularly traded on an established securities market” in its country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the United States. |
(a) | we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S. source gross transportation income; and |
(b) | substantially all of our U.S. source gross transportation income was attributable to regularly scheduled transportation, such as the operation of a vessel that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States. |
(a) | the common stock or Preferred Stock, as the case may be, is readily tradable on an established securities market in the United States (such as the NYSE); |
(b) | we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (see the discussion below under “PFIC Status”); |
(c) | you own our common stock or our Preferred Stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock or Preferred Stock becomes ex-dividend; |
(d) | you are not under an obligation to make related payments with respect to positions in substantially similar or related property; and |
(e) | certain other conditions are met. |
(a) | at least 75% of our gross income for such taxable year consists of “passive income” (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or |
(b) | at least 50% of the average value of our assets during such taxable year consists of “passive assets” (i.e., assets that produce, or are held for the production of, passive income). |
(i) | the excess distribution or gain would be allocated ratably over your aggregate holding period for our common stock or Preferred Stock; |
(ii) | the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to such U.S. holder who does not make a QEF or a “mark-to-market” election would be taxed as ordinary income; and |
(iii) | the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. |
(a) | the gain is effectively connected with your conduct of a trade or business in the United States. If you are entitled to the benefits of an applicable income tax treaty with respect to that gain, that gain generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the United States as required by such income tax treaty; or |
(b) | you are an individual who is present in the United States for 183 days or more during the taxable year of disposition and certain other conditions are met. |
(1) | fail to provide us with an accurate taxpayer identification number; |
(2) | are notified by the IRS that you have failed to report all interest or dividends required to be shown on your Federal income tax returns; or |
(3) | in certain circumstances, fail to comply with applicable certification requirements. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Year | | | Amount |
2021 | | | 5.3 |
2022 | | | 4.7 |
2023 | | | 3.8 |
2024 | | | 2.9 |
2025 | | | 1.7 |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
CONTROLS AND PROCEDURES |
AUDIT COMMITTEE FINANCIAL EXPERT |
CODE OF ETHICS |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
| | 2020 | | | 2019 | |
Audit fees | | | €495,000 | | | €450,000 |
All other fees | | | €40,000 | | | — |
Tax fees | | | €10,017 | | | €10,009 |
Total fees | | | €545,017 | | | €460,009 |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
Period | | | Total Number of Common Shares Purchased | | | Average Price Paid per Share ($) | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs |
January 2020 | | | | | | | | | ||||
February 2020 | | | 338,046(1) | | | | | | | |||
March 2020 | | | 74,800(2) | | | | | | | |||
| | 50,000 | | | 3.68 | | | | | |||
April 2020 | | | | | | | | | ||||
May 2020 | | | 592,470(1) | | | | | | | |||
June 2020 | | | 74,800(2) | | | | | | | |||
July 2020 | | | | | | | | | ||||
August 2020 | | | 574,141(1) | | | | | | | |||
September 2020 | | | 74,800(2) | | | | | | | |||
October 2020 | | | | | | | | | ||||
November 2020 | | | 476,706(1) | | | | | | | |||
December 2020 | | | 74,800(2) | | | | | | | |||
Total | | | 2,330,563 | | | | | | |
(1) | These shares were issued by the Company pursuant to the Dividend Reinvestment Plan. |
(2) | These shares were issued to Costamare Services by the Company pursuant to the Services Agreement in exchange for services provided to the Company’s vessel-owning subsidiaries. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
CORPORATE GOVERNANCE |
MINE SAFETY DISCLOSURE |
FINANCIAL STATEMENTS |
FINANCIAL STATEMENTS |
EXHIBITS |
Exhibit No. | | | Description |
1.1 | | | Second Amended and Restated Articles of Incorporation(1) |
1.2 | | | First Amended and Restated Bylaws(1) |
2.1 | | | Description of Securities |
4.1 | | | Form of Ship Management Agreement between Costamare Shipping Company S.A. and Shanghai Costamare Ship Management Co., Ltd.(2) |
4.2 | | | Form of Restrictive Covenant Agreement between Costamare Inc. and Konstantinos Konstantakopoulos(2) |
4.3 | | | Form of Stockholders Rights Agreement between Costamare Inc. and American Stock Transfer & Trust Company, LLC(2) |
4.4 | | | Form of Trademark License Agreement between Costamare Inc. and Costamare Shipping Company S.A.(2) |
4.5 | | | Form of Restrictive Covenant Agreement between Costamare Inc. and Konstantinos Zacharatos(2) |
4.6 | | | Form of Ship Management Agreement between subsidiaries of Costamare Inc. and V.Ships Greece Ltd. |
4.7 | | | Framework Deed dated May 15, 2013, as amended and restated on May 18, 2015, between Sparrow Holdings, L.P., York Capital Management Global Advisors LLC, Costamare Inc. and Costamare Ventures Inc.(3) |
4.8 | | | Services Agreement dated November 2, 2015, by and between the subsidiaries of Costamare Inc. set out in Schedule A thereto and Costamare Shipping Services Ltd.(3) |
4.9 | | | Agreement Relating to Framework Agreement and Ship-management Agreements between Costamare Shipping Company S.A. and Costamare Inc., dated November 2, 2015(3) |
4.10 | | | Amended and Restated Registration Rights Agreement dated as of November 27, 2015 between Costamare Inc. and the Stockholders named therein(3) |
4.11 | | | Addendum dated February 29, 2016 to the Trademark License Agreement dated November 3, 2010, between Costamare Inc. and Costamare Shipping Company S.A.(3) |
4.12 | | | Agreement Regarding Charter Brokerage dated January 1, 2018, by and between Costamare Shipping Company S.A. and Blue Net Chartering GmbH & Co. KG(4) |
4.13 | | | Framework Agreement dated November 2, 2015, as amended and restated on January 17, 2020, by and between Costamare Inc. and Costamare Shipping Company S.A. |
8.1 | | | List of Subsidiaries of Costamare Inc. |
12.1 | | | Rule 13a-14(a)/15d-14(a) Certification of Costamare Inc.’s Chief Executive Officer |
12.2 | | | Rule 13a-14(a)/15d-14(a) Certification of Costamare Inc.’s Chief Financial Officer |
13.1 | | | Costamare Inc. Certification of Konstantinos Konstantakopoulos, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002 |
13.2 | | | Costamare Inc. Certification of Gregory Zikos, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002 |
15.1 | | | Consent of Independent Registered Public Accounting Firm |
101.INS | | | XBRL Instance Document |
101.SCH | | | XBRL Taxonomy Extension Schema |
101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase |
| |
Exhibit No. | | | Description |
101.DEF | | | XBRL Taxonomy Extension Definition Linkbase |
101.LAB | | | XBRL Taxonomy Extension Label Linkbase |
101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase |
(1) | Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 1, 2013 and hereby incorporated by reference to such Annual Report. |
(2) | Previously filed as an exhibit to Costamare Inc.’s Registration Statement on Form F-1 (File No. 333-170033), declared effective by the SEC on November 3, 2010 and hereby incorporated by reference to such Registration Statement. |
(3) | Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 27, 2016 and hereby incorporated by reference to such Annual Report. |
(4) | Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, filed with the SEC on March 7, 2019 and hereby incorporated by reference to such Annual Report. |
| | COSTAMARE INC., | |||||||
| | | | | | ||||
| | By | | | /s/ Konstantinos Konstantakopoulos | ||||
| | | | Name: | | | Konstantinos Konstantakopoulos | ||
| | | | Title: | | | Chief Executive Officer |
| | Impairment of vessels (including right-of-use assets) | |
| | ||
Description of the Matter | | | At December 31, 2020, the carrying value of the Company’s vessels (including right-of-use assets) was $2,649,608 thousand, while during the year the Company recognized an impairment of$31,577 thousand in relation to 5 vessels. As discussed in Notes 2, 6 and 19(c) to the consolidated financial statements, the Company evaluates its vessels for impairment whenever events or changes in circumstances indicate that the carrying value of a vessel might exceed its fair value in accordance with the guidance in ASC 360—Property, Plant and Equipment. If indicators of impairment exist, management analyzes the future undiscounted net operating cash flows expected to be generated throughout the remaining useful life of each vessel and compares it to the carrying value. Where |
| | the vessel’s carrying value exceeds the undiscounted net operating cash flows, management will recognize an impairment loss equal to the excess of the carrying value over the fair value of the vessel. | |
| | ||
| | Auditing management’s recoverability assessment was complex given the judgement and estimation uncertainty involved in determining the assumption of the future charter rates for non- contracted revenue days, when forecasting net operating cash flows. These rates are particularly subjective as they involve the development and use of assumptions about the containership shipping market through the end of the useful lives of the vessels which are forward looking and subject to the inherent unpredictability of future global economic and market conditions. | |
| | ||
How We Addressed the Matter in Our Audit | | | We obtained an understanding of the Company’s impairment process, evaluated the design, and tested the operating effectiveness of the controls over the Company’s determination of future charter rates for non-contracted revenue days. |
| | ||
| | We analyzed management’s impairment assessment by comparing the methodology used to evaluate impairment of each vessel against the accounting guidance in ASC 360. To test management’s undiscounted net operating cash flow forecasts, our procedures included, among others, comparing the future charter rates used by management for non-contracted revenue days, with historical market data from external analysts, historical data for vessels, and recent economic and industry changes. In addition, we performed sensitivity analyses to assess the impact of changes to future charter rates for non-contracted revenue days in the determination of the net operating cash flows. For vessels for which an impairment loss was recognized, we compared the carrying value with the fair value of the vessels and recalculated the impairment charge recognized by management. We assessed the adequacy of the Company’s disclosures in Notes 2, 6 and 19(c) to the consolidated financial statements. |
| | December 31, 2019 | | | December 31, 2020 | |
| | (Expressed in thousands of U.S. dollars) | ||||
ASSETS | | | | | ||
CURRENT ASSETS: | | | | | ||
Cash and cash equivalents (Note 1) | | | $148,928 | | | $143,922 |
Restricted cash (Note 2(e)) | | | 6,912 | | | 4,998 |
Accounts receivable, net | | | 7,397 | | | 8,249 |
Inventories (Note 5) | | | 10,546 | | | 10,455 |
Due from related parties (Note 3) | | | 7,576 | | | 1,623 |
Fair value of derivatives (Notes 18 and 19) | | | 748 | | | 460 |
Insurance claims receivable | | | 1,607 | | | 883 |
Time charter assumed (Note 12) | | | 192 | | | 191 |
Prepayments and other assets | | | 8,430 | | | 8,853 |
Vessels held for sale (Note 6) | | | 4,908 | | | 12,416 |
Total current assets | | | 197,244 | | | 192,050 |
FIXED ASSETS, NET: | | | | | ||
Right-of-use assets (Note 11) | | | 188,429 | | | 199,098 |
Vessels and advances, net (Note 6) | | | 2,431,830 | | | 2,450,510 |
Total fixed assets, net | | | 2,620,259 | | | 2,649,608 |
OTHER NON-CURRENT ASSETS: | | | | | ||
Equity method investments (Notes 2 and 9) | | | 111,681 | | | 78,227 |
Accounts receivable, net, non-current (Note 3) | | | 8,600 | | | 3,896 |
Deferred charges, net (Note 7) | | | 21,983 | | | 27,682 |
Restricted cash, non-current (Note 2(e)) | | | 40,031 | | | 42,976 |
Time charter assumed, non-current (Note 12) | | | 1,030 | | | 839 |
Fair value of derivatives, non-current (Notes 18 and 19) | | | 605 | | | — |
Debt securities, held to maturity (Net of allowance for credit losses of nil for 2019 and $569 for 2020) (Note 4) | | | 6,723 | | | 6,813 |
Other non-current assets (Note 4) | | | 3,802 | | | 8,425 |
Total assets | | | $3,011,958 | | | $3,010,516 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | ||
CURRENT LIABILITIES: | | | | | ||
Current portion of long-term debt, net of deferred financing costs (Note 10) | | | $210,745 | | | $147,137 |
Accounts payable | | | 6,215 | | | 7,582 |
Due to related parties (Note 3) | | | 473 | | | 432 |
Finance lease liabilities, net (Note 11) | | | 16,810 | | | 16,495 |
Accrued liabilities | | | 19,417 | | | 17,621 |
Unearned revenue (Note 12) | | | 10,387 | | | 11,893 |
Fair value of derivatives (Notes 18 and 19) | | | 397 | | | 3,440 |
Other current liabilities | | | 2,090 | | | 2,374 |
Total current liabilities | | | 266,534 | | | 206,974 |
NON-CURRENT LIABILITIES: | | | | | ||
Long-term debt, net of current portion and deferred financing costs (Note 10) | | | 1,206,405 | | | 1,305,076 |
Finance lease liabilities, net of current portion (Note 11) | | | 119,925 | | | 116,366 |
Fair value of derivatives, non-current portion (Notes 18 and 19) | | | 433 | | | 3,653 |
Unearned revenue, net of current portion (Note 12) | | | 7,933 | | | 29,627 |
Total non-current liabilities | | | 1,334,696 | | | 1,454,722 |
| | December 31, 2019 | | | December 31, 2020 | |
| | (Expressed in thousands of U.S. dollars) | ||||
COMMITMENTS AND CONTINGENCIES (Note 13) | | | — | | | — |
STOCKHOLDERS’ EQUITY: | | | | | ||
Preferred stock (Note 14) | | | — | | | — |
Common stock (Note 14) | | | 12 | | | 12 |
Additional paid-in capital (Note 14) | | | 1,351,352 | | | 1,366,486 |
Retained earnings I (Accumulated deficit) | | | 60,578 | | | (9,721) |
Accumulated other comprehensive loss (Notes 18 and 20) | | | (1,214) | | | (7,957) |
Total stockholders' equity | | | 1,410,728 | | | 1,348,820 |
Total liabilities and stockholders' equity | | | $3,011,958 | | | $3,010,516 |
| | For the years ended December 31, | |||||||
| | 2018 | | | 2019 | | | 2020 | |
| | (Expressed in thousands of U.S. dollars, except share and per share data) | |||||||
REVENUES: | | | | | | | |||
Voyage expenses | | | $380,397 | | | $478,109 | | | $460,319 |
EXPENSES: | | | | | | | |||
Voyage revenue | | | (5,847) | | | (5,291) | | | (7,372) |
Voyage expenses-related parties (Note 3) | | | (3,201) | | | (5,282) | | | (6,516) |
Vessels’ operating expenses | | | (110,571) | | | (116,101) | | | (117,054) |
General and administrative expenses | | | (2,908) | | | (3,051) | | | (4,103) |
General and administrative expenses—related parties (Note 3) | | | (6,255) | | | (6,379) | | | (6,912 |
Management fees-related parties (Note 3) | | | (19,533) | | | (21,319) | | | (21,616) |
Amortization of dry-docking and special survey costs (Note 7) | | | (7,290) | | | (8,948) | | | (9,056) |
Depreciation (Notes 6, 11 and 20) | | | (96,261) | | | (113,462) | | | (108,700) |
Amortization of prepaid lease rentals, net (Note 11) | | | (8,150) | | | — | | | — |
Loss on sale of vessels, net (Note 6) | | | (3,071) | | | (19,589) | | | (79,120) |
Loss on vessels held for sale (Note 6) | | | (101) | | | (2,495) | | | (7,665) |
Vessels impairment loss (Notes 6 and 7) | | | — | | | (3,042) | | | (31,577) |
Foreign exchange losses, net | | | (51) | | | (27) | | | (300) |
Operating income | | | 117,158 | | | 173,123 | | | 60,328 |
OTHER INCOME / (EXPENSES): | | | | | | | |||
Interest income | | | 3,454 | | | 3,349 | | | 1,827 |
Interest and finance costs (Note 16) | | | (63,992) | | | (89,007) | | | (68,702) |
Swaps breakage cost, net (Note 18) | | | (1,234) | | | (16) | | | (6) |
Income from equity method investments(Note 9) | | | 12,051 | | | 11,369 | | | 16,195 |
Other, net | | | 350 | | | 784 | | | 1,181 |
Loss on derivative instruments, net (Note 18) | | | (548) | | | (603) | | | (1,946) |
Total other expenses, net | | | (49,919) | | | (74,124) | | | (51,451) |
Net Income | | | $67,239 | | | $98,999 | | | $8,877 |
Earnings allocated to Preferred Stock (Note 15) | | | (30,503) | | | (31,269) | | | (31,082) |
Gain on retirement of Preferred Stock (Note 15) | | | — | | | — | | | 619 |
Net income / (loss) available to Common Stockholders | | | 36,736 | | | 67,730 | | | (21,586) |
Earnings / (losses) per common share, basic and diluted (Note 15) | | | $0.33 | | | $0.59 | | | $(0.18) |
Weighted average number of shares, basic and diluted (Note 15) | | | 110,395,134 | | | 115,747,452 | | | 120,696,130 |
| | For the years ended December 31, | |||||||
| | 2018 | | | 2019 | | | 2020 | |
| | (Expressed in thousands of U.S. dollars) | |||||||
Net income for the year | | | $67,239 | | | $98,999 | | | $8,877 |
Other comprehensive income: | | | | | | | |||
Unrealized gain / (loss) on cash flow hedges, net (Notes 18 and 20) | | | 5,456 | | | (5,816) | | | (6,806) |
Net settlements on interest rate swaps qualifying for cash flow hedge (Notes 18 and 20) | | | (11) | | | — | | | — |
Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation (Note 20) | | | 63 | | | 63 | | | 63 |
Other comprehensive income / (loss) for the year | | | $5,508 | | | $(5,753) | | | $(6,743) |
Total comprehensive income for the year | | | $72,747 | | | $93,246 | | | $2,134 |
| | Preferred Stock (Series E) | | | Preferred Stock (Series D) | | | Preferred Stock (Series C) | | | Preferred Stock (Series B) | | | Common Stock | | | Additional Paid-in Capital | | | Accumulated Other Comprehensive Income / (Loss) | | | Retained Earnings (Accumulated Deficit) | | | Total | ||||||||||||||||
| | # of shares | | | Part value | | | # of shares | | | Part value | | | # of shares | | | Part value | | | # of shares | | | Part value | | | # of shares | | | Part value | | ||||||||||||
| | (Expressed in thousands of U.S. dollars, except share and per share data) | ||||||||||||||||||||||||||||||||||||||||
BALANCE, January 1, 2018 | | | — | | | $ — | | | 4,000,000 | | | $ — | | | 4,000,000 | | | $ — | | | 2,000,000 | | | $ — | | | 108,205,985 | | | $11 | | | $1,175,774 | | | $(969) | | | $43,723 | | | $1,218,539 |
- Net income | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 67,239 | | | 67,239 |
- Preferred stock Series E issuance (Note 14) | | | 4,600,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 111,614 | | | — | | | — | | | 111,614 |
- Preferred stock Series E expenses (Note 14) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (390) | | | — | | | — | | | (390) |
- Issuance of common stock (Notes 3 and 14) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,258,245 | | | — | | | 26,842 | | | — | | | — | | | 26,842 |
- Dividends - Common stock (Note 14) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (43,936) | | | (43,936) |
- Dividends - Preferred stock (Note 14) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (28,292) | | | (28,292) |
- Other comprehensive income | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,508 | | | — | | | 5,508 |
BALANCE, December 31, 2018 | | | 4,600,000 | | | $ — | | | 4,000,000 | | | $ — | | | 4,000,000 | | | $ — | | | 2,000,000 | | | $ — | | | 112,464,230 | | | $11 | | | $1,313,840 | | | $4,539 | | | $38,734 | | | $1,357,124 |
- Net income | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 98,999 | | | 98,999 |
- Issuance of common stock (Notes 3 and 14) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 6,668,466 | | | 1 | | | 37,512 | | | — | | | — | | | 37,513 |
- Dividends - Common stock (Note 14) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (45,887) | | | (45,887) |
- Dividends - Preferred stock (Note 14) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (31,268) | | | (31,268) |
- Other comprehensive loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (5,753) | | | — | | | (5,753) |
BALANCE, December 31, 2019 | | | 4,600,000 | | | $ — | | | 4,000,000 | | | $ — | | | 4,000,000 | | | $ — | | | 2,000,000 | | | $ — | | | 119,132,696 | | | $ 12 | | | $1,351,352 | | | $ (1,214) | | | 60,578 | | | $1,410,728 |
- Net income | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 8,877 | | | 8,877 |
- Adoption of new accounting policy (Note 4) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (543) | | | (543) |
- Issuance of common stock (Notes 3 and 14) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,027,942 | | | — | | | 17,437 | | | — | | | — | | | 17,437 |
-Retirement of Preferred Stock (Note 14) | | | (25,900) | | | — | | | (13,458) | | | — | | | (26,865) | | | — | | | (29,351) | | | — | | | — | | | — | | | (2,303) | | | — | | | 619 | | | (1,684) |
- Dividends - Common stock (Note 14) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (48,127) | | | (48,127) |
- Dividends - Preferred stock (Note 14) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (31,125) | | | (31,125) |
- Other comprehensive loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (6,743) | | | — | | | (6,743) |
BALANCE, December 31, 2020 | | | 4,574,100 | | | $— | | | 3,986,542 | | | $— | | | 3,973,135 | | | $— | | | 1,970,649 | | | $— | | | 122,160,638 | | | $12 | | | $1,366,486 | | | $(7,957) | | | $(9,721) | | | $1,348,820 |
| | For the years ended December 31, | |||||||
| | 2018 | | | 2019 | | | 2020 | |
| | (Expressed in thousands of U.S. dollars) | |||||||
Cash Flows From Operating Activities: | | | | | | | |||
Net income: | | | $67,239 | | | $98,999 | | | $8,877 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |||
Depreciation | | | 96,261 | | | 113,462 | | | 108,700 |
Credit loss provision | | | — | | | — | | | 26 |
Amortization of debt discount | | | (779) | | | (851) | | | (933) |
Amortization of prepaid lease rentals, net | | | 8,150 | | | — | | | — |
Amortization and write-off of financing costs | | | 2,907 | | | 4,491 | | | 3,645 |
Amortization of deferred dry-docking and special survey costs | | | 7,290 | | | 8,948 | | | 9,056 |
Amortization of assumed time charter | | | 27 | | | 191 | | | 192 |
Equity based payments | | | 3,755 | | | 3,879 | | | 3,655 |
Net settlements on interest rate swaps qualifying for cash flow hedge | | | (11) | | | — | | | — |
Loss on derivative instruments, net | | | 162 | | | 651 | | | 1,759 |
Loss on sale / disposal of vessels, net | | | 3,071 | | | 19,589 | | | 79,120 |
Loss on vessels held for sale | | | 101 | | | 2,495 | | | 7,665 |
Vessels impairment loss | | | — | | | 3,042 | | | 31,577 |
Income from equity method investments | | | (12,051) | | | (11,369) | | | (16,195) |
Changes in operating assets and liabilities: | | | | | | | |||
Accounts receivable | | | (14,368) | | | 7,417 | | | 3,852 |
Due from related parties | | | 1,342 | | | (2,895) | | | 5,953 |
Inventories | | | (134) | | | 474 | | | 91 |
Insurance claims receivable | | | (5,304) | | | (2,538) | | | (1,504) |
Prepayments and other | | | (251) | | | (2,072) | | | (853) |
Accounts payable | | | 1,926 | | | (2,371) | | | 1,367 |
Due to related parties | | | (7) | | | 277 | | | (41) |
Accrued liabilities | | | 1,996 | | | 4,133 | | | 3,619 |
Unearned revenue | | | (2,880) | | | 811 | | | 1,950 |
Other current liabilities | | | 204 | | | (280) | | | 284 |
Dividend from equity method investees | | | 8,000 | | | 6,295 | | | 16,653 |
Dry-dockings | | | (18,568) | | | (6,280) | | | (15,481) |
Accrued charter revenue | | | (7,294) | | | 3,893 | | | 21,250 |
Net Cash provided by Operating Activities | | | 140,784 | | | 250,391 | | | 274,284 |
Cash Flows From Investing Activities: | | | | | | | |||
Equity method investments | | | (5,292) | | | (55) | | | — |
Return of capital from equity method investments | | | 2,470 | | | 24,530 | | | 32,996 |
Proceeds from the settlement of insurance claims | | | 931 | | | 7,407 | | | 2,228 |
Cash acquired through asset acquisition | | | 18,644 | | | — | | | — |
Vessel acquisition (and time charters) and advances/Additions to vessel cost | | | (142,993) | | | (61,975) | | | (101,917) |
Proceeds from the sale of vessels, net | | | 13,595 | | | 21,235 | | | 30,296 |
Net Cash used in Investing Activities | | | (112,645) | | | (8,858) | | | (36,397) |
Cash Flows From Financing Activities: | | | | | | | |||
Offering proceeds, net of related expenses | | | 111,224 | | | — | | | — |
Proceeds from long-term debt and finance leases | | | 361,000 | | | 448,000 | | | 285,903 |
| | For the years ended December 31, | |||||||
| | 2018 | | | 2019 | | | 2020 | |
| | (Expressed in thousands of U.S. dollars) | |||||||
Repayment of long-term debt and finance leases | | | (500,173) | | | (597,607) | | | (451,038) |
Payment of financing costs | | | (3,441) | | | (3,891) | | | (7,478) |
Swap termination | | | — | | | — | | | (2,095) |
Retirement of preferred stock | | | — | | | — | | | (1,684) |
Dividends paid | | | (49,143) | | | (58,655) | | | (65,470) |
Net Cash used in Financing Activities | | | (80,533) | | | (212,153) | | | (241,862) |
Net increase / (decrease) in cash, cash equivalents and restricted cash | | | (52,394) | | | 29,380 | | | (3,975) |
Cash, cash equivalents and restricted cash at beginning of the period | | | 218,885 | | | 166,491 | | | 195,871 |
Cash, cash equivalents and restricted cash at end of the period | | | $166,491 | | | $195,871 | | | $191,896 |
Supplemental Cash Information: | | | | | | | |||
Cash paid during the period for interest, net of capitalized interest | | | $60,620 | | | $83,152 | | | $63,725 |
Non-Cash Investing and Financing Activities: | | | | | | | |||
Imputed interest | | | 325 | | | — | | | — |
Dividend reinvested in common stock of the Company | | | $23,086 | | | $18,503 | | | $13,783 |
| | For the years ended December 31, | |||||||
| | 2018 | | | 2019 | | | 2020 | |
Reconciliation of cash, cash equivalents and restricted cash | | | | | | | |||
Cash and cash equivalents | | | 113,714 | | | 148,928 | | | 143,922 |
Restricted cash—current portion | | | 5,600 | | | 6,912 | | | 4,998 |
Restricted cash—non-current portion | | | 47,177 | | | 40,031 | | | 42,976 |
Total cash, cash equivalents and restricted cash | | | $166,491 | | | $195,871 | | | $191,896 |
| | 2018 | | | 2019 | | | 2020 | |
A | | | 27% | | | 22% | | | 21% |
B | | | 27% | | | 24% | | | 20% |
C | | | 10% | | | 10% | | | 11% |
D | | | 24% | | | 38% | | | 29% |
E | | | 3% | | | 3% | | | 10% |
Total | | | 91% | | | 97% | | | 91% |
| | Vessel Cost | | | Accumulated Depreciation | | | Net Book Value | |
Balance, January 1, 2019 | | | $3,299,311 | | | $(1,092,525) | | | $2,206,786 |
Depreciation | | | — | | | (102,101) | | | (102,101) |
Vessel acquisitions, advances and other vessels’ costs | | | 371,978 | | | — | | | 371,978 |
Vessel sales, transfers and other movements | | | (97,538) | | | 52,705 | | | (44,833) |
Balance, December 31, 2019 | | | $3,573,751 | | | $(1,141,921) | | | $2,431,830 |
Depreciation | | | — | | | (101,541) | | | (101,541) |
Vessel acquisitions, advances and other vessels’ costs | | | 275,230 | | | — | | | 275,230 |
Vessel sales, transfers and other movements | | | (323,014) | | | 168,005 | | | (155,009) |
Balance, December 31, 2020 | | | $3,525,967 | | | $(1,075,457) | | | $2,450,510 |
Balance, January 1, 2019 | | | $26,250 |
Additions | | | 6,280 |
Amortization | | | (8,948) |
Write-off and other movements (Note 6) | | | (1,599) |
Balance, December 31, 2019 | | | $21,983 |
Additions | | | 15,481 |
Amortization | | | (9,056) |
Write-off and other movements (Note 6) | | | (726) |
Balance, December 31, 2020 | | | $27,682 |
Entity | | | Vessel | | | Participation % December 31, 2020 | | | Date Established /Acquired |
Steadman Maritime Co. | | | Ensenada | | | 49% | | | July 1, 2013 |
Marchant Maritime Co. | | | — | | | 49% | | | July 8, 2013 |
Horton Maritime Co. | | | — | | | 49% | | | June 26, 2013 |
Smales Maritime Co. | | | — | | | 49% | | | June 6, 2013 |
Geyer Maritime Co. | | | Arkadia | | | 49% | | | May 18, 2015 |
Goodway Maritime Co. | | | Monemvasia | | | 49% | | | September 22, 2015 |
Kemp Maritime Co. | | | Cape Akritas | | | 49% | | | June 6, 2013 |
Hyde Maritime Co. | | | Cape Tainaro | | | 49% | | | June 6, 2013 |
Skerrett Maritime Co. | | | Cape Artemisio | | | 49% | | | December 23, 2013 |
Ainsley Maritime Co. | | | Cape Kortia | | | 25% | | | June 25, 2013 |
Ambrose Maritime Co. | | | Cape Sounio | | | 25% | | | June 25, 2013 |
Platt Maritime Co. | | | Polar Argentina | | | 49% | | | May 18, 2015 |
Sykes Maritime Co. | | | Polar Brasil | | | 49% | | | May 18, 2015 |
| | December 31, 2019 | | | December 31, 2020 | |
Current assets | | | $49,787 | | | $46,006 |
Non-current assets | | | 531,448 | | | 516,171 |
Total assets | | | $581,235 | | | $562,177 |
Current liabilities | | | $94,879 | | | $30,148 |
Non-current liabilities | | | 220,323 | | | 346,994 |
Total liabilities | | | $315,202 | | | $377,142 |
| | For the years ended December 31, | |||||||
| | 2018 | | | 2019 | | | 2020 | |
Voyage revenue | | | $148,614 | | | $85,954 | | | $96,533 |
Net income | | | $29,628 | | | $28,040 | | | $39,433 |
Borrower(s) | | | December 31, 2019 | | | December 31, 2020 | ||||||
A | | | Term Loans: | | | | | |||||
| | | | | | | | |||||
| | 1. | | | Mas Shipping Co. | | | — | | | — | |
| | 2. | | | Montes Shipping Co. and Kelsen Shipping Co. | | | 22,000 | | | — | |
| | 3. | | | Undine Shipping Co., Quentin Shipping Co. and Sander Shipping Co. | | | — | | | — | |
| | 4. | | | Raymond Shipping Co. and Terance Shipping Co. | | | — | | | — | |
| | 5. | | | Uriza Shipping S.A. | | | 23,833 | | | — | |
| | 6. | | | Costis Maritime Corporation, Christos Maritime Corporation and Capetanissa Maritime Corporation | | | 65,375 | | | — | |
| | 7. | | | Rena Maritime Corporation, Finch Shipping Co. and Joyner Carriers S.A. | | | 18,080 | | | — | |
| | 8. | | | Nerida Shipping Co. | | | 13,575 | | | 11,775 | |
| | 9. | | | Costamare Inc. | | | 155,195 | | | — | |
| | 10. | | | Singleton Shipping Co. and Tatum Shipping Co. | | | 44,000 | | | 40,800 | |
| | 11. | | | Reddick Shipping Co. and Verandi Shipping Co. | | | 20,120 | | | 15,240 | |
| | 12. | | | Costamare. Inc. | | | 36,385 | | | 34,188 | |
| | 13. | | | Bastian Shipping Co. and Cadence Shipping Co. | | | 128,400 | | | 113,200 | |
| | 14. | | | Adele Shipping Co. | | | 66,500 | | | 60,500 | |
| | 15. | | | Costamare Inc. | | | 147,110 | | | 135,550 | |
| | 16. | | | Quentin Shipping Co. and Sander Shipping Co. | | | 91,239 | | | 80,943 | |
| | 17. | | | Costamare Inc. | | | — | | | 27,666 | |
| | 18. | | | Capetanissa Maritime Corporation et al. | | | — | | | 65,500 | |
| | 19. | | | Caravokyra Maritime Corporation et al. | | | — | | | 64,800 | |
| | 20. | | | Achilleas Maritime Corporation et al. | | | — | | | 58,396 | |
| | 21. | | | Kelsen Shipping Co. | | | — | | | 8,100 | |
| | 22. | | | Uriza Shipping S.A. | | | — | | | 20,000 | |
| | | | Total Term Loans | | | $831,812 | | | $736,658 | ||
B. | | | Other financing arrangements | | | 594,350 | | | 728,961 | |||
| | | | Total long-term debt | | | $1,426,162 | | | $1,465,619 | ||
| | | | Less: Deferred financing costs | | | (9,012) | | | (13,406) | ||
| | | | Total long-term debt, net | | | 1,417,150 | | | 1,452,213 | ||
| | | | Less: Long-term debt current portion | | | (213,022) | | | (149,910) | ||
| | | | Add: Deferred financing costs, current portion | | | 2,277 | | | 2,773 | ||
| | | | Total long-term debt, non-current, net | | | $1,206,405 | | | $1,305,076 |
Year ending December 31, | | | Amount |
2021 | | | $149,910 |
2022 | | | 137,399 |
2023 | | | 148,111 |
2024 | | | 152,422 |
2025 | | | 306,273 |
2026 and thereafter | | | 571,504 |
Total | | | $1,465,619 |
Balance, January 1, 2019 | | | $11,474 |
Additions | | | 3,891 |
Amortization and write-off | | | (4,491) |
Balance, December 31, 2019 | | | 10,874 |
Additions | | | 7,478 |
Amortization and write-off | | | (3,645) |
Transfers and other movements | | | (627) |
Balance, December 31, 2020 | | | $14,080 |
Less: Current portion of financing costs | | | (2,969) |
Financing costs, non-current portion | | | $11,111 |
Year ending December 31, | | | Amount |
2021 | | | $18,267 |
2022 | | | 18,267 |
2023 | | | 18,267 |
2024 | | | 37,157 |
Year ending December 31, | | | Amount |
2025 | | | 13,376 |
2026 and thereafter | | | 33,344 |
Total | | | $138,678 |
Less: Amount of interest (Leonidio and Kyparissia) | | | (5,143) |
Total lease payments | | | $133,535 |
Less: Financing costs, net | | | (674) |
Total lease payments, net | | | $132,861 |
| | December 31, 2019 | | | December 31, 2020 | |
Finance lease liabilities—current | | | $17,37 | | | $16,691 |
Less: current portion of financing costs | | | (562) | | | (196) |
Finance lease liabilities—non-current | | | 121,225 | | | 116,844 |
Less: non-current portion of financing costs | | | (1,300) | | | (478) |
Total | | | $136,735 | | | $132,861 |
Year ending December 31, | | | Amount |
2021 | | | $(4,657) |
2022 | | | (4,657) |
2023 | | | (8,134) |
2024 | | | (10,126) |
2025 | | | (4,657) |
2026 and thereafter | | | (2,053) |
Total | | | $(34,284) |
| | December 31, 2019 | | | December 31, 2020 | |
Hires collected in advance | | | $5,286 | | | $7,236 |
Charter revenue resulting from varying charter rates | | | 13,034 | | | 34,284 |
Total | | | $18,320 | | | $41,520 |
Less current portion | | | (10,387) | | | (11,893) |
Non-current portion | | | $7,933 | | | $29,627 |
Year ending December 31, | | | Amount |
2021 | | | $420,794 |
2022 | | | 334,921 |
2023 | | | 315,996 |
2024 | | | 315,995 |
2025 | | | 256,702 |
2026 and thereafter | | | 375,881 |
Total | | | $2,020,289 |
| | Years ended December 31, | |||||||
| | 2018 | | | 2019 | | | 2020 | |
| | Basic EPS | | | Basic EPS | | | Basic EPS | |
Net income | | | $67,239 | | | $98,999 | | | $8,877 |
Less: paid and accrued earnings allocated to Preferred Stock | | | (30,503) | | | (31,269) | | | (31,082) |
Add: gain from retirement of Preferred Stock | | | — | | | — | | | 619 |
Net income / (loss) available to common stockholders | | | 36,736 | | | 67,730 | | | (21,586) |
Weighted average number of common shares, basic and diluted | | | 110,395,134 | | | 115,747,452 | | | 120,696,130 |
Earnings / (losses) per common share, basic and diluted | | | $0.33 | | | $0.59 | | | $(0.18) |
| | Years ended December 31, | |||||||
| | 2018 | | | 2019 | | | 2020 | |
Interest expense | | | $61,415 | | | $88,289 | | | $66,526 |
Interest capitalized | | | (808) | | | (2,459) | | | (3,274) |
Swap effect | | | 74 | | | (1,885) | | | 1,323 |
Amortization and write-off of financing costs | | | 2,907 | | | 4,491 | | | 3,645 |
Bank charges and other financing costs | | | 404 | | | 571 | | | 482 |
Total | | | $63,992 | | | $89,007 | | | $68,702 |
The Effect of Derivative Instruments for the years ended December 31, 2018, 2019 and 2020 | |||||||||
Derivatives in ASC 815 Cash Flow Hedging Relationships | |||||||||
| | Amount of Gain / (Loss) Recognized in Accumulated OCI on Derivative | |||||||
| | 2018 | | | 2019 | | | 2020 | |
Interest rate swaps | | | $5,382 | | | $(3,931) | | | $(8,129) |
Reclassification to Interest and finance costs | | | 74 | | | (1,885) | | | 1,323 |
Total | | | $5,456 | | | $(5,816) | | | $(6,806) |
Derivatives Not Designated as Hedging Instruments under ASC 815 | ||||||||||||
| | Location of Gain / (Loss) Recognized in Income on Derivative | | | Amount of Gain / (Loss) Recognized in Income on Derivative | |||||||
| | | | 2018 | | | 2019 | | | 2020 | ||
Non-hedging interest rate | | | | | | | | | ||||
swaps | | | Loss on derivative instruments, net | | | $(436) | | | $(727) | | | $(2,283) |
Forward contracts | | | Loss on derivative instruments, net | | | (112) | | | 124 | | | 337 |
Total | | | | | $(548) | | | $(603) | | | $(1,946) |
| | December 31, 2019 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Unobservable Inputs (Level 3) | |
Recurring measurements: | | | | | | | | | ||||
Forward contracts—asset position | | | $124 | | | $— | | | $124 | | | $— |
Interest rate swaps—asset position | | | 1,229 | | | — | | | 1,229 | | | — |
Interest rate swaps—liability position | | | (830) | | | — | | | (830) | | | — |
Total | | | $523 | | | $— | | | $523 | | | $— |
| | December 31, 2020 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Unobservable Inputs (Level 3) | |
Recurring measurements: | | | | | | | | | ||||
Forward contracts- asset position | | | $460 | | | $— | | | $460 | | | $— |
Interest rate swaps-liability position | | | (7,093) | | | — | | | (7,093) | | | — |
Total | | | $(6,633) | | | $— | | | $(6,633) | | | $— |